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CHANDRA PRABHU INTERNATIONAL LTD.

Annual Report 2018-19 | I

CONTENTS

S. No. Page

1. Company’s Information II

2. Notice Convening 34th 1-16

Annual General Meeting

3. Board’s Report & its Annexures 17-41

4. Management Discussion & Analysis Report 42-45

5. Report on Corporate Governance 46-67

6. Standalone Financial Statement 68

?Independent Auditor’s Report 69-78

?Balance Sheet 79

?Profit and Loss 80

?Cash Flow Statement 81

?Notes 82-115

7. Consolidated Financial Statement 116

?Independent Auditor’s Report 117-125

?Balance Sheet 126

?Profit and Loss 127

?Cash Flow Statement 128

?Notes 129-165

8. Route Map 166

9. Proxy Form 167-168

10. Attendance Slip

CHANDRA PRABHU INTERNATIONAL LTD.COMPANY’S INFORMATION

Annual Report 2018-19 | II

KEY MANAGERIAL PERSONNEL :

Mr. Gajraj Jain, Chairman cum Managing Director

Mr. Amar Singh, Chief Financial Officer

Mrs. Mansi Mehta, Company Secretary & Compliance Officer

BOARD OF DIRECTORS

Mr. Jitendra Kumar Mishra, Independent Director

Mr. Prakash Goyal, Independent Director

Mr. Nishant Goyal, Independent Director

Mrs. Hemlata Jain, Promoter -Woman Director

Regd. Office

14, Rani Jhansi Road, New Delhi-110 055

Statutory Auditors

M/s. Mittal Garg Gupta & Co.

Chartered Accountants, New Delhi

(Firm Registration No. 01659IN)

Internal Auditor :

B. Rattan and Associates,

Chartered Accountant

Bankers:

State Bank of India, New Delhi &

HDFC, New Delhi

Branches:

Bokaro, Chandasi, Guwahati, Gurgaon,

Kolkata and Gandhidham (Gujarat)

REGISTRAR & SHARE TRANSFER AGENT:

M/s. Alankit Assignments Limited

4E/2, Jhandewalan Extn., New Delhi – 110 055

NOTE: Members are requested to bring their copy of the Annual Report at the time of attending the Annual

General Meeting. No extra copies of Annual Report shall be provided at the venue of the AGM.

No gifts or coupons would be given to the shareholders for attending the Annual General Meeting

TH34 ANNUAL GENERAL MEETING

Date : September 28, 2019

Day : Saturday

Time : 10:00 a.m.

Place : Satvik By Chabra Farms,

Pushpanjali Farms, G-1, Dwarka Link Road,

Near Tivoli, Bijwasan, New Delhi - 110037

CHANDRA PRABHU INTERNATIONAL LTD.NOTICE

CHANDRA PRABHU INTERNATIONAL LIMITEDReg. Off.: 14, Rani Jhansi Road, New Delhi-110055

Phone : 011-23516567 | Email: [email protected] | Website : www.cpil.com

(CIN : L51909DL1984PLC019441)

NOTICE

thNotice is hereby given that the 34 Annual General

Meeting (AGM) of the members of CHANDRA

PRABHU INTERNATIONAL LIMITED will be thheld on Saturday, the 28 day of September, 2019 at

Satvik by Chabra Farms, Pushpanjali Farms, G-1,

Dwarka Link Road, Near Tivoli, Bijwasan, New

Delhi-110037 at 10.00 a.m. to transact the following

business:-

ORDINARY BUSINESSES

1. To receive, consider and adopt :-

3. To declare a Final Dividend of Re. 0.50/- per

share on Equity shares of face value of Rs. 10 st/- each for the financial year ended on 31

March 2019.

SPECIAL BUSINESSES

4. Re-Appointment of Mr. Prakash Goyal (DIN:-

02598736) as an Independent director of the

Company.

a. the Audited Standalone Financial Statements

of the Company for the financial year ended

March 31, 2019, together with the Reports of

the Board of Directors and the Auditors

thereon; and

b. the Audited Consolidated Financial

Statements of the Company for the financial

year ended March 31, 2019, together with the

Report of the Auditors thereon.

2. To appoint a Director in place of Mrs. Hemlata

Jain (DIN: 00049212), who retires by rotation

and being eligible, has offered herself for re-

appointment.

To consider and if thought fit to pass the following

resolution as a Special Resolution:

5. Re-Appointment of Mr. Nishant Goyal

(DIN:- 06541748) as an Independent director

of the Company

“RESOLVED THAT pursuant to the provisions of

Sections 149, 152 and any other applicable provisions of

the Companies Act, 2013 (“Act”) ,the Companies

(Appointment and Qualification of Directors) Rules,

2014 (including any statutory modification(s) or re-

enactment thereof for the time being in force) read with

Schedule IV to the Act and Regulation 17 and other

applicable regulations of the SEBI (Listing Obligations

and Disclosure Requirements) Regulations, 2015 (“SEBI

Listing Regulations”), as amended from time to time, Mr.

Prakash Goyal (DIN:-02598736), who was appointed as

an Independent Director at the Twenty ninth Annual

General Meeting of the company and who holds office

up to September 29,2019 and who is eligible for re-

appointment and who also meets the criteria of

independence as provided in Section 149(6) of the Act

along with the rules framed thereunder and Regulation 16(1)(b) of SEBI Listing Regulations and who has

submitted declaration to that effect, be and is hereby re-

appointed as an Independent Director of the company

(whose office shall not be liable to retire by rotation,) to

hold office for a second term of five years commencing

with effect from September 30,2019 up to September

29, 2024.

RESOLVED FURTHER THAT the Board of

Directors and/or company secretary of the Company

be and are hereby authorized to do all such acts, deeds

and things as may be considered necessary, proper or

expedient, desirable to give effect to the above

Resolution.”

Annual Report 2018-19 | 1



resolution as a Special Resolution:


Directors and/or the company secretary are hereby

authorized to do all such acts, deeds, matters and things

as may be considered necessary, proper or expedient,

desirable to give effect to the above resolution”.

6. Re-Appointment of Mr. Gajraj Jain (DIN :

00049199) as the Chairman Cum Managing

director


resolution as an Ordinary Resolution:

RESOLVED THAT, in accordance with the

provisions of Sections 196, 197 and 203 of the


Sections 149, 152 and any other applicable provisions of

the Companies Act, 2013 (“Act”) ,the Companies

(Appointment and Qualification of Directors) Rules,

2014 (including any statutory modification(s) or re-

enactment thereof for the time being in force) read with

Schedule IV to the Act and Regulation 17 and other

applicable regulations of the SEBI (Listing Obligations

and Disclosure Requirements) Regulations, 2015 (“SEBI

Listing Regulations”), as amended from time to time, Mr.

Nishant Goyal (DIN:-06541748), who was appointed as

an Independent Director at the Twenty ninth Annual

General Meeting of the company and who holds office

up to September 29,2019 and who is eligible for re-

appointment and who also meets the criteria of

independence as provided in Section 149(6) of the Act

along with the rules framed thereunder and Regulation

16(1)(b) of SEBI Listing Regulations and who has

submitted declaration to that effect, be and is hereby re-

appointed as an Independent Director of the company

(whose office shall not be liable to retire by rotation,) to

hold office for a second term of five years commencing

with effect from September 30, 2019 up to September

29, 2024.

Companies Act, 2013, or any other applicable provisions

of the Companies Act ,2013 and the rules made

thereunder (including any statutory modification(s) or

re-enactments thereof) read with Schedule V to the

Companies Act, 2013 and Articles of Association of the

company, approval of the members of the Company be

and is hereby accorded to the re-appointment of Mr.

Gajraj Jain (DIN: 00049199) as Chairman Cum

Managing Director of the company for a period of three thyears from with effect from 17 April , 2020 on the

remuneration as per terms and conditions as

recommended by the nomination and remuneration

committee and as set out in the Explanatory Statement

annexed to the notice convening this meeting, which is

hereby approved and sanctioned with authority to the

Board of Directors to alter and vary the terms and

conditions of the said re-appointment and/or

agreement in such manner as may be agreed to between

the Board of Directors and Mr. Gajraj Jain.

RESOLVED FURTHER THAT the remuneration

payable to Mr. Gajraj Jain shall not exceed the overall

ceiling of the total managerial remuneration as provided

under Section 197 read with the Schedule V of the

Companies Act,2013 or such other limits as may be

prescribed from time to time.


directors and/or the company secretary be and is hereby

authorized to do all such acts, deeds and things and

execute all such documents, instruments and writings as

may be required and to delegate all or any of its powers

herein conferred to any Committee of Directors or

Director(s) to give effect to the aforesaid resolution.”

7. Appointment of Branch Auditors of the

Company

To consider and if thought fit to pass with or

without modification(s) the following resolution as

an Ordinary Resolution:



“RESOLVED THAT pursuant to the provision of

section 143(8), Rules made there under and other

applicable provisions, if any of the Companies Act, 2013

(Act.) as amended from time to time, the Board of

Directors be and is hereby authorized to appoint branch

auditors of the any branch office of the company,

whether existing or which may be opened/acquired

hereafter, in consultation with the Company's auditors,

any person(s) qualified to act as branch auditor within

the provision of section 143(8) of the Act and to fixed

their remuneration”.

8. To Consider And Approve Borrowing Limit Of

The Company U/S 180(1)(C) Of The

Companies Act, 2013

To consider and if thought fit, to pass with or

without modification(s), the following resolution

as a Special Resolution:


Section 180(1)(c) and any other applicable provisions of

the Companies Act, 2013 and the rules made thereunder

(including any statutory modifications) or re-enactment

thereof for the time being in force), the consent of

members be and is hereby accorded to the Board of

Directors of the Company for borrowing for and on

behalf of Company any sum or sums of money from

time to time from any one or more of the Company's

Bankers and/ or from any one or more other persons,

firms, bodies Corporate, or financial institutions

whether by way of cash credit, advance, loans or bills

discounting or otherwise and whether unsecured or

secured by mortgage, charge, hypothecation or lien or

pledge of the Company's assets and properties whether

movable or otherwise or all or any of the undertakings

of the Company notwithstanding that the monies so

borrowed together with monies, if any already borrowed

by the Company (apart from temporary loans obtained

from the Company 's bankers in the ordinary course of

business) may exceed the aggregate of the paid up share

capital of the company and its free reserves that is to say,

reserves not set apart for any specific purpose provided

that the total amount outstanding at any time shall not

exceed Rs. 50 Crores (Rupees Fifty Crores Only) in

excess of the aggregate of the paid up share capital of

the Company & its free reserves as aforesaid from time

to time.

“RESOLVED FURTHER THAT for the purpose of

giving effect to this resolution, the Board of Directors

of the Company be and is hereby authorized to finalize,

settle an execute such documents/ deeds/ writings/

papers and agreements as may be required and to take all

necessary steps and actions in this regard in order to

comply with all the legal and procedural formalities and

further to authorize any of its committee(s)/director(s)

or any officers of the company to do all such acts, deeds,

or things as it may in its absolute discretion deem

necessary proper and fit”

By order of the Board

Chandra Prabhu International Limited

Gajraj Jain

Chairman Cum Managing Director

DIN: 00049199

Date : August 28, 2019

Place : New Delhi

Corporate Identification Number (CIN):

L51909DL1984PLC019441

Registered Office: 14, Rani Jhansi Road,

New Delhi-110055

Phone: 011-23516567, Fax: 91-11-23553698

Email: [email protected], [email protected],

Website: www.cpil.com



Notes:

(i) The relevant Explanatory Statement and

reasons in respect of proposed Special

Business (es) pursuant to Section 102 of the

Companies Act, 2013 are annexed hereto. The

relevant details pursuant to Regulation 26(4)

and 36(3) of the Securities and Exchange

Board of India (Listing Obligations and

Disclosure Requirements),Regulation

2015 (“SEBI Listing Regulation”) and

Secretarial Standard on General Meetings

issued by the Institute of Company

Secretaries of India, in respect of directors

seeking appointment/reappointment at this

Annual General Meeting are also annexed

herewith.

(ii) EVERY MEMBER ENTITLED TO

ATTEND AND VOTE IS ENTITLED

TO APPOINT A PROXY TO ATTEND

A N D V O T E I N S T E A D O F

HIMSELF/HERSELF AND SUCH

PROXY NEED NOT BE A MEMBER.

P ROX I E S I N O R D E R TO B E

EFFECTIVE SHOULD BE DULY

COMPLETED, STAMPED AND

SIGNED AND MUST BE DEPOSITED

AT THE REGISTERED OFFICE OF

THE COMPANY NOT LESS THAN 48

HOURS BEFORE THE TIME FOR

HOLDING THE ANNUAL GENERAL

MEETING. REVENUE STAMP

SHOULD BE AFFIXED ON THE

PROXY FORM. FORM WITHOUT

REVENUE STAMP LIABLE TO

CONSIDERED AS INVALID.

(iii) Proxy in prescribed Form No. MGT-11 is

enclosed herewith. Proxy shall not have a right

to speak at the Meeting.

(iv) Corporate Members intending to send their

authorized representatives to attend the

meeting are requested to send a certified copy

of the Board Resolution authorizing their

representative to attend and vote on their

behalf at the Meeting.

(v) Members desirous of obtaining any

information as regards accounts of the

Company are requested to write to the

Company at least one week before the

Meeting, so that the information required will

be made available at the Annual General

Meeting.

(vi) Documents referred to in the accompanying

Notice and the Explanatory Statement is

open for inspection at the Registered Office

of the Company during normal business

hours (9:30 am to 6:00 pm) on all working

days except Saturdays and Sundays (including

Public Holidays) up to the date of the Annual

General Meeting.

(vii) The Register of Members and Share Transfer

Books of the Company will remain closed

from Monday, September 23, 2019 to

Saturday, September 28, 2019 (both days

inclusive) for the purpose of Annual General

Meeting.

(viii) Members holding shares in physical form are

requested to immediately notify change in

their address, if any, to the Registrar and

Transfer Agent of the Company, i.e. Alankit

Assignment Ltd. 4E/2, Jhandewalan

Extension, New Delhi- 110055, quoting their

Folio Number(s).

(ix) Members/Proxies are requested to bring the

Attendance Slip(s) duly filled in.



(x) The Notice of the AGM along with the

Annual Report 2018-19 is being sent by

electronic mode to those Members whose e-

mail addresses are registered with the

Company / Depositories, unless any

Member has requested for a physical copy of

the same. For Members who have not

registered their e-mail addresses, physical

copies are being sent by the permitted mode.

(xi) As a measure of austerity, copies of the

Annual Report will not be distributed at the

Annual General Meeting. Members are

therefore, requested to bring their copies of

the Annual Report to the Meeting.

(xii) Pursuant to the requirements of Corporate

Governance under Regulation 27 of SEBI

(L i s t ing Obl ig a t ion & Disc losure

Requirement) Regulations 2015 entered into

with the Stock Exchange(s), the brief resumes

of all the Directors proposed to be re-

appointed, nature of their expertise in specific

functional areas, names of companies in

which they hold directorships and

memberships/chairmanships of Board/

Committees, shareholding and relationships

between Directors inter-se, are provided in

the Corporate governance report and

Board Report forming part of the Annual

Report.

th(xiii) Electronic copy of the Notice of the 34

Annual General Meeting of the Company

inter alia indicating the process and manner

of e-voting along with Attendance Slip and

Proxy Form is being sent to all the members

whose email IDs are registered with the

Company/Depository Participants(s) for

communication purposes unless any member

has requested for a hard copy of the same.

For members who have not registered their

email address, physical copies of the Notice thof the 34 Annual General Meeting of the

Company inter alia indicating the process and

manner of e-voting along with Attendance

Slip and Proxy Form is being sent in the

permitted mode.

(xiv) Members may also note that the Notice of the th34 Annual General Meeting and the Annual

Report for 2019 will also be available on the

Company's website www.cpil.com for their

download. The physical copies of the

aforesaid documents will also be available at

the Company's Registered Office for

inspection during normal business hours on

working days. Even after registering for e-

communication, members are entitled to

receive such communication in physical form,

upon making a request for the same, free of

cost . For any communication, the

shareholders may also send requests to the

C o m p a n y ' s d e s i g n a t e d e m a i l i d :

[email protected]., [email protected]

(xv) Pursuant to the provisions of Section 124(5)

of the Companies Act 2013, dividend for the

Financial year ended March 31, 2012, which

shall be remained unclaimed or unpaid for a

period of 7 (seven) years will be transferred to

the Investor Education and Protection Fund

(IEPF) established under section 125 of the

Companies act, 2013. Member(s) who have

not encash their dividend warrants so far for

the financial year ended March 31, 2012 or any

subsequent financial year are requested to

make their claims to the office of the Registrar

and Share Transfer Agents, Alankit

Assignment Ltd ,4E/2, Jhandewalan

Extension , New Delhi-110055. The dividend

for the financial year ended March 31, 2012

will be transferred to the aforesaid account on

or before December 01, 2019.



(xvi) Members wishing to claim dividends, which

remain unclaimed, are requested to

correspond with Alankit Assignment Ltd.,

Registrar & Share Transfer Agent.

Members are requested to note that

dividends not claimed within seven years

from the date of transfer to the company's

Unpaid Dividend Account, will as per Section

124 of theCompanies Act, 2013 shall be

transferred to the Investor Education

Protection Fund.

(xvii)The Board of Directors in their meeting held

on May 28, 2019, have recommended Re.

0.50/- per share on Equity shares of Face

Value of Rs.10/- each as the Final stdividend for financial year ended on 31

March, 2019.

(xviii)To support the 'Green Initiative', the

Members who have not registered their e-mail

addresses are requested to the register the

same with Alankit Assignment Ltd., Registrar

& Share Transfer Agent / NSDL (National

Securities Depositorie s Ltd.) and CDSL

(Central Depositories and Services Ltd.).

(xix) Subject to the provisions of Section 126 of

the Act, if the Final dividend, as

recommended by the Board of Directors, is

approved at the AGM, payment of such

dividend will be made on or before Saturday,

October 26 , 2019 as under:

i to all Beneficial Owners in respect of

shares held in dematerialized form as per the

data as may be made available by the National

Securities Depository Limited (NSDL) and

the Central Depository Services (India)

Limited (CDSL) as of the close of business

hours of Record Date i.e. Saturday,

September 21, 2019;

ii. to all Members in respect of shares held

in physical form after giving effect to valid

transmission or transposition requests lodged

with the Company as of the close of business

hours of Record Date i.e. on Saturday,

September 21, 2019.

(xx) To ensure timely credit of dividend through

the approved electronic mechanism or

dividend warrant/payment instruments,

Members are requested to notify change of

address, or particulars of their bank account,

if changed, along with the 9 digit MICR

Code/relevant details to the respective

depository participant in case of shares held

in demat mode or Registrar and Share

Transfer Agents of the Company in case

shares held in physical mode, on or before

Saturday, September 21, 2019.

(xxi) As per Regulation 40 of SEBI Listing

Regulations, as amended, the securities of

Listed Companies can be transferred only in s tdematerialized form w.e.f 01 April

2019,except incase of request received for

transmission or transposition of securities.

In view of this and to eliminate all risks

associated with physical shares and for ease of

members, members holding shares in

physical form are requested to converting

their shares in dematerialized form .

Members can contact company or company's

Registrar & Transfer Agent (RTA) i.e.

Alankit assignment ltd for assistance in this

regard.

(xxii)Members holding shares in dematerialized

form are requested to intimate all changes

pertaining to their bank details such as bank

account number, name of the bank and



branch details, MICR code and IFSC code,

mandates, nominations, power of attorney,

change of address, change of name, email

address, contact numbers, etc. to their

Depository Participant (DP). Changes

intimated to the DP will then be automatically

reflected in the Company's records which will

help the Company and the Company's

Registrar and Share Transfer Agents to

provide efficient and better services.

(xxiii)As per the provisions of Section 152 of the

Companies Act, 2013, The Company has

received declarat ions from al l the

Independent Directors stating that they meet

with the criteria of Independence as

prescribed under sub-section (6) of Section

149 of the Companies Act, 2013.

Mr. Prakash Goyal, Mr. Nishant Goyal,

Independent director of the company who

had been appointed for a period of 5 years

w.e.f September 30,2014 and are not liable to

retire by rotation, being eligible, offers

themse lves for re -appointment as

Independent Director of the Company for a

term of Five (5) years as detailed in Notice thand explanatory Statement of 34 Annual

General Meeting annexed herewith & Mr.

Jitendra Kumar Mishra being independent

director is also not liable to retire by rotation

Mr. Gajraj Jain, who had been appointed

Chairman Cum Managing Director for a

period of three (3) years i.e. 17/04/2017 to

16/04/2020 as being executive director is not

liable to be retire by rotation. However Mr.

Gajraj Jain being eligible, offers himself for

re-appointment for a further period of three

(3) years which is subjected to shareholder's

approval as detailed in Notice and explanatory thStatement of 34 Annual General Meeting

annexed herewith.

Pursuant to the provisions of Section 152 of

the Companies Act , 2013 (“the Act”) and

rules made there under and as per the

Article of of the Company

Mrs. Hemlata Jain (DIN: 00049212) woman

director, retires by rotation and being eligible,

offers herself for re- appointment.

Association

Brief resume pursuant to the Listing

Obligation & Disclosure Requirement, the

directors proposed to be appointed/re-

appo in t ed a t t h e annua l g ene r a l

meeting/nature of their expertise; specific

functional areas and name of companies in

which they hold directorship are given in the

explanatory statement.

(xxiv)In compliance with the provisions of Section

108 of the Companies Act, 2013 and the

Rules framed thereunder and the Regulation

44 of SEBI (Listing Obligation & Disclosure

Requirements) Regulations, 2015, the

Members are provided with the facility to cast

their vote electronically, through the e-voting

services provided by NSDL, on all the

resolutions set forth in this Notice. In order to

enable its Members, who do not have the

access to e-voting facility to send their assent

or dissent in writing in respect of the

resolutions as set out in this Notice, the

Company is enclosing a Ballot Form with the

Notice. Instructions for Ballot Form are given

at the back of the said form and instructions

for e-voting are given here in below.

Resolution(s) passed by Members through

Ballot Forms or e-voting is / are deemed to

have been passed as if they have been passed

at the AGM.



(xxv)A Route Map along with Prominent

Landmark for easy location to reach venue of

Annual General Meeting is annexed with the

notice of Annual General Meeting.

(xxvi)The Equity shares of the Company are

mandated for trading in the compulsory

demat mode.

(xxvii)The ISIN No. allotted for the Company's

shares is INE368D01017.

Voting through electronic means:

I. In compliance with provisions of Section 108

of the Companies Act, 2013, read with Rule

20 of the Companies (Management and

Administration) Rules, 2014, as amendment

from time to time, and Regulation 44 of the

SEBI Listing Regulations, The Company is

pleased to inform that the Members are

provided with the facility to cast their vote

electronically, through the e-voting services

provided by NSDL, on all the resolutions set

forth in the notice.

The instructions for e-voting are given herein below:

(i) The Board of Directors has appointed

Krishna Kumar Singh (Membership No. FCS

8493) of KKS & Associates, Practicing

Company Secretaries as the Scrutinizer to

scrutinize the voting at the AGM and remote

e-voting process in a fair and transparent

manner.

(ii) The facility for voting, either through

electronic voting system or poll paper, shall

also be made available at the AGM and the

members attending the AGM, who have not

already cast their vote by remote e-voting, may

exercise their right to vote at the AGM.

(iii) The Members who have cast their vote by

remote e-voting prior to the AGM may also

attend the AGM but shall not be entitled to

cast their vote again.

(iv) A member can vote either by remote e-voting

or at the AGM. In case a member votes by

both the modes then the votes cast through

remote e-voting shall prevail and votes cast at

the AGM shall be considered invalid.

th(v) The Notice of the 34 AGM of the Company

inter alia indicating the process and manner of

e-Voting process along with printed

Attendance Slip and Proxy Form is being

dispatched to all the Members. Initial

password is provided as below /at the bottom thof the Attendance Slip for the 34 AGM:

EVEN (E Voting Event Number) USER ID

PASSWORD/PIN_______

The Notice of the Annual General

Meeting (AGM) of the Company inter alia

indicating the process and manner of e-

Voting process along with printed

Attendance Slip and Proxy Form can be

d o w n l o a d e d f r o m t h e l i n k

h t t p s : / / w w w. e vo t i n g. n s d l . c o m o r

(http://www.cpil.com/).

(vi) The details of the process and manner for

remote e-voting are explained herein below:

STEP 1: Log in to NSDL e-voting system at

https://www.evoting.nsdl.com/

STEP 2: Cast your vote electronically on

NSDL e-voting system.



Details on Step 1 are mentioned below:

1. Visit the e-voting website of NSDL. Open

web browser by typing the following URL:

https://www.evoting.nsdl.com/ either on a

Personal Computer or on a mobile.

2. Once the home page of e-Voting system is

launched, click on the icon “Login” which is

available under “shareholder's section.

3. A new screen will open. You will have to enter

your User ID, your Password and a

Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL

eservices i.e. IDEAS, you can log-in at

https://eservices.nsdl.com/ with your

existing IDEAS login. Once you log-in to

NSDL eservices after using your log-in

credentials, click on e-Voting and you can

proceed to Step 2 i.e. cast your vote

electronically.

4. Your User ID details are given below :

5. Your password details are given below :

a) If you are already registered for e-voting,

then you can use your existing password

to login and cast your vote.

b) If you are using NSDL e-Voting system

for the first time, you will need to retrieve

the ' i n i t i a l p a s sword ' wh i ch was

communicated to you. Once you retrieve

your 'initial password', you need to enter

the 'initial password' and the system will

force you to change your password.

c) How to retrieve your 'initial password'?

(i) If your email ID is registered in your

demat account or with the company, your

'initial password' is communicated to you on

your email ID. Trace the email sent to you

from NSDL from your mailbox. Open the

email and open the attachment i.e. a .pdf file.

Open the .pdf file. The password to open the

.pdf file is your 8 digit client ID for NSDL

account, last 8 digits of client ID for CDSL

account or folio number for shares held in

physical form. The pdf file contains your

'User ID' and your 'initial password'.

(ii) If your email ID is not registered, your

'initial password' is communicated to you on

your postal address.

6. If you are unable to retrieve or have not received

the “ Initial password” or have forgotten your

password:

a) Click on “Forgot User Details / Password?”

(If you are holding shares in your demat

account with NSDL or CDSL) option

available on www.evoting.nsdl.com.


Manner of holding shares i.e Demat (NSDL or CDSL) or physical

Your User ID is :

(a) For Members who hold share in demat account with NSDL.

8 Character DP ID followed by 8 digit client ID For example, if your DP ID is IN300*** and client ID is 12****** then your user ID is IN300***12******

(b) For Members who hold shares in demat account with CDSL

16 Digit Beneficiary IDFor example, if your Beneficiary ID is 12************** then your user ID is 12**************

© For Members holding shares in Physical form

EVEN number followed by Folio Number registered with the company For example, Folio number is 001*** and EVEN IS 101456 then user ID is 101456001***


b) “Physical User Reset Password?” (If you

are holding shares in physical mode) option

available on www.evoting.nsdl.com.

c) If you are still unable to get the password by

aforesaid two options, you can send a request

at [email protected] mentioning your demat

account number/folio number, your PAN,

your name and your registered address.

d) Members can also use the OTP (One Time

Password) based login for casting the votes on

the e-Voting system of NSDL.

7. After entering your password, tick on Agree to

“Terms and Conditions” by selecting on the check

box.

8. Now, you will have to click on “Login” button.

9. After you click on the “Login” button, Home page

of e-Voting will open.

Details on Step 2 are mentioned below:

How to cast your vote electronically on NSDL e-voting

system?

1. After successful login at Step 1, you will be able to

see the home page of e-voting. Click on e-voting.

Then, click on active Voting cycles.

2. After click on Active Voting Cycles, you will be able

to see all the companies “EVEN” in which you are

holding shares and whose voting cycle is in active

status.

3. Se lec t “EVEN” of Chandra Prabhu

International Limited

4. Now you are ready for e-Voting as Cast Vote page

opens.

5. Cast your vote by selecting appropriate option and

click on “Submit” and also “Confirm” when

prompted.

6. Upon confirmation, the message “Vote cast

successfully” will be displayed.

7. You can also take the printout of the votes cast by

you by clicking on the print option on the

confirmation page.

8. Once you confirm your vote on the resolution, you

will not be allowed to modify your vote.

General guidelines for Shareholders :

1. Institutional shareholders (i.e. other than

individuals, HUF, NRI etc. ) are required to send

scanned copy (PDF/JPG Format) of the relevant

Board Resolution / Authority letter etc. together

with attested specimen signature of the duly

authorized signatory(ies) who are authorized to

vote, to the Scrutinizer through e-mail to

[email protected] with a copy

marked to [email protected]

2. It is strongly recommended not to share your

password with any other person and take utmost

care to keep your password confidential. Login to

the e-voting website will be disabled upon five

unsuccessful attempts to key in the correct

password. In such an event, you will need to go

through the “ Forgot user Details/ password?” or

“Physical user Reset Password?” option available

on https://www.evoting.nsdl.com to reset the

password.

3. In case of any queries, you may refer to the

Frequently Asked Questions (FAQs) for members

and e-voting user manual for members available at

t h e D o w n l o a d s s e c t i o n s o f

https://www.evoting.nsdl.com or contact NSDL

at the following toll free no.: 1800-222-990 or send

a request at [email protected]

II. If you are already registered with NSDL for e-

voting then you can use your existing user ID

and password for casting your vote.



III. The e-voting period commences on

Wednesday September 25, 2019 (9:00 am)

and ends on Friday September 27, 2019

(5:00 pm). During this period shareholders'

of the Company, holding shares either in

physical form or in dematerialized form, as on

the cut-off date of Saturday, September 21,

2019, may cast their vote electronically. The e-

voting module shall also be disabled by

NSDL for voting thereafter. Once the vote on

a resolution is cast by the shareholder, the

shareholder shall not be allowed to change it

subsequently.

IV. The voting rights of Shareholders shall be in

proportion to their shares of the paid up

equity share capital of the Company as on

Saturday, September 21, 2019, Any person,

who acquires shares of the Company and

become member of the Company after

dispatch of the notice and holding shares as

of the cut-off date i.e. September 21, 2019

may obtain the login ID and password by

sending a request at [email protected] or

[email protected] or [email protected]

V. Since the Company is required to provide

members facility to exercise their right to vote

by electronic means, shareholders of the

Company, holding shares either in physical

form or in dematerialized form, as on the cut-

off date of September 21, 2019, and not

casting their vote electronically, may

only cast their vote at the Annual General

Meeting.

VI. The Scrutinizer shall within a period of not

exceeding three(3) working days from the

conclusion of the e-Voting period unlock the

votes in the presence of atleast two (2)

witnesses not in the employment of the

Company and make a Scrutinizer's Report of

the votes cast in favour or against, if any,

forthwith to the Chairman of the Company.

VII. The Results declared along with the

Scrutinizer's Report shall be placed on the

Company's website www.cpil.com and on the

website of NSDL and communicated to the

BSE Limited where the shares of the

Company are listed.

By order of the Board


Gajraj Jain


DIN: 00049199


Place : New Delhi


L51909DL1984PLC019441

Registered Office: 14, Rani Jhansi Road,

New Delhi-110055

Phone: 011-23516567, Fax: 91-11-23553698

Email: [email protected], [email protected]




EXPLANATORY STATEMENT

(Pursuant to Section 102 (1) of the Companies Act, 2013)

As required by section 102 of the Companies Act, 2013 (Act), the following explanatory statement sets out all

material facts relating to the business mentioned under Item Nos. 4 to 8 of the accompanying Notice:

Item No 4.

Re-appointment of Mr. Prakash Goyal (DIN:-02598736) as an Independent director of the Company

Based on the recommendation of Nomination and Remuneration Committee, the Board of Directors proposes the

re-appointment of Mr. Prakash Goyal (DIN: 02598736) as Independent Director, for a second term of five years th thfrom 30 September, 2019 to 29 September, 2024,which is subjected to shareholder's approval. Prakash Goyal was

appointed as Independent Director at the Twenty Nineth Annual General Meeting (AGM) of the company and holds

office upto September 29, 2019. He is not liable to retire by rotation.

The Board Based on the performance evaluation and recommendation of Nomination and remuneration committee,

considers that given his background, experience and contribution, the continued association of Mr. Prakash Goyal

would be beneficial to the company and it is desirable to continue to avail his services as independent director.

The company has received a declaration from him to the effect that he meets the criteria of independence as provided

in Section 149(6) of the Act and Rules framed thereunder and Regulation 16(1)(b) of the SEBI (Listing Obligations

and Disclosure Requirements) Regulations. In terms of Regulation 25(8) of SEBI Listing Regulations, he has

confirmed that he is not aware of any circumstances or situation which exists or may be reasonably anticipated that

could impair or impact his ability to discharge his duties.

In the opinion of Board, he fulfills the conditions specified in the Act and SEBI Listing Regulations for appointment

as an Independent Director and is independent of the management of the company. The terms and conditions of his

appointment shall be open for inspection by the members at the Registered Office of the company during the normal

business hours on any working day and will also be kept open at the venue of the AGM till the conclusion of the

AGM.

A brief profile of Mr. Prakash Goyal (DIN:- 02598736), Independent Directors to be appointed is given below:

Mr. Prakash Goyal aged 66 years is a qualified Chartered Accountant and is a Fellow member of Insitute of Chartered

Accountants of India and has experience of 35 years in the profession of Chartered Accountancy. His expertise in

specific functional areas includes Finance, taxation, Funds Management, Business Restructuring, Accounting,

Budgeting, Business Planning, Taxation (Direct and Indirect), Treasury operations and Risk Management

with Core competencies. He possesses outstanding exposures as a practicing Chartered Accountant of various

industries.

The Board commends the resolution as item no. 4 for approval of members as a Special resolution.

Except, Prakash Goyal being an appointee, none of the Directors or Key Managerial Personnel (KMP) of the

Company or their relatives in any way concerned or interested, financial or otherwise, in the resolution set out at Item

No. 4 of the accompanying Notice.



Item No 5.

Re-appointment of Mr. Nishant Goyal (DIN:-06541748) as an Independent director of the Company.

Based on the recommendation of Nomination and Remuneration Committee, the Board of Directors proposes the

re-appointment of Mr. Nishant Goyal (DIN: 06541748) as Independent Director, for a second term of five years th thfrom 30 September, 2019 to 29 September, 2024, not liable to retire by rotation. Nishant Goyal was appointed as

Independent Director at the Twenty Ninth Annual General Meeting (AGM) of the company and holds office up to

September 29, 2019,which is subjected to shareholder's approval.

The Board Based on the performance evaluation and recommendation of Nomination and remuneration committee

considers that given his background, experience and contribution, the continued association of Mr. Nishant Goyal

would be beneficial to the company and it is desirable to continue to avail his services as independent director.

The company has received a declaration from him to the effect that he meets the criteria of independence as provided

in Section 149(6) of the Act and Rules framed thereunder and Regulation 16(1)(b) of the SEBI (Listing Obligations

and Disclosure Requirements) Regulations. In terms of Regulation 25(8) of SEBI Listing Regulations, he has

confirmed that he is not aware of any circumstances or situation which exists or may be reasonably anticipated that

could impair or impact his ability to discharge his duties.

In the opinion of Board, he fulfills the conditions specified in the Act and SEBI Listing Regulations for appointment

as an Independent Director and is independent of the management of the company. The terms and conditions of his

appointment shall be open for inspection by the members at the Registered Office of the company during the normal

business hours on any working day and will also be kept open at the venue of the AGM till the conclusion of the

AGM.

A brief profile of Mr. Nishant Goyal (DIN:- 06541748), Independent Directors to be appointed is given below:

Nishant Goyal aged 31 years has completed his Masters in Business Administration (M.B.A) in Finance and

Marketing from a reputed Business College, Being an entrepreneur having expertise knowledge and experience in

business of marketing in the field of footwear industry.

He is holding the position of Directorship in M/s Trinity Polytech Private Limited.

The Board commends the resolution as item no. 5 for approval of members as a Special resolution.

Except Mr. Nishant Goyal, being the appointee, none of the Directors and Key Managerial Personnel of the

company and their relatives is concerned or interested, financially or otherwise, in this resolution at the item no. 5 of

accompanying notice.

Item No 6.

Re-appointment of Mr. Gajraj Jain (DIN : 00049199) as the Chairman Cum Managing Director of the

company

Mr. Gajraj Jain (DIN : 00049199) ,was appointed as Chairman Cum Managing Director by the members to hold office

April 16,2020.The Board is proposing his re-appointment for a period of Three (3) years and hence continuation of

his employment as Executive Chairman Cum Managing Director requires the approval of members by way of an

Ordinary Resolution.



In terms of the Corporate Governance Guidelines of the Company and pursuant to the recommendation of the

Nomination and Remuneration Committee, the Board of Directors of the Company passed a resolution on August

28, 2019 approving re-appointment of Mr. Gajraj Jain as Chairman Cum Managing Director of the Company for a

further period of three years with effect from April 17, 2020 till April 16,2023 .This is subject to the approval of

shareholders at this Annual General Meeting.

This explanatory statement may also be read and treated as disclosure in compliance with the requirements of Section

100 of the Companies Act, 2013. The details of remuneration payable to Mr. Gajraj Jain and the material terms and

conditions of the re-appointment are as follows:

I) Basic / Consolidated Salary – On Honorary Basis

II) Perquisites as detailed below –

?Reimbursement of Conveyance, travelling, telephonic expense on actual basis for official purpose.

?Earned leave/ Privilege Leave: Encashment will be permissible in accordance with the rules of the

company.

The Board of the Directors of the company be and is hereby authorized to alter, vary the terms and conditions of the

Re-appointment and total emoluments payable to Chairman cum Managing Director as above.

The Board commends the resolution as item no. 6 for approval of members as an ordinary resolution.

Except Mr. Gajraj Jain and Mrs. Hemlata Jain being the appointee, none of the Directors and Key Managerial

Personnel of the company and their relatives is concerned or interested, financially or otherwise, in this resolution at

the item no. 6 of accompanying notice.

Item No 7.

Appointment of Branch Auditor

The Company has branches at Bokaro, Chandasi, Guwahati, Gurgaon, Kolkata & Gandhidham(Gujarat) and may

also open/acquired new branches in future. As per the provisions of the section 143(8) of the Companies Act,2013 it

is necessary that the accounts of branches shall be audited either by accountant appointed under this act or by any

other person qualified as an auditor of the Company under this Act. The members are requested to authorise the

board of directors to appoint branch auditors.

The board commends the resolution at item no.7 for approval by members as an ordinary resolution.

None of the Directors or Key Managerial Personnel (KMP) or relatives of the Directors and KMP is concerned or

interested in the resolution at the item no. 7 of accompanying notice.

Item No 8.

APPROVAL OF BORROWING LIMIT OF THE COMPANY

The company requires to borrow funds from time to time to meet both its short terms and long term business

objectives, from various external agencies like banks, bodies corporate, individuals or other kind of lenders.

Considering the business plans and the growing fund requirement of the Company, the Company may also need

funds for carrying out any unforeseen capital expenditure in the future, it is proposed to increase the existing

borrowing unit of the Company.



Approval of the members is therefore sought by way of special resolution pursuant to section 180(1)(c) of the

Companies Act, 2013, for grant of power to the Board of directors for borrowing money such that the total amount

outstanding at any time shall not exceed the limit Rs. 50 Crores (Rupees Fifty Crores Only) in excess of the aggregate

of the paid up share capital & its free reserves as aforesaid from time to time.

The Board of Directors recommends the resolution at item no. 8 as special resolution for the approval of the

Members.

None of the Directors or Key Managerial Personnel (KMP) or relatives of the Directors and KMP is concerned or

interested in the resolution at the item no. 8 of accompanying notice.

By order of the Board of Directors

Chandra Prabhu International Ltd.


Place : New Delhi

Gajraj Jain


DIN: 00049199

Corporate Identification Number

(CIN) : L51909DL1984PLC019441

Registered Office: 14, Rani Jhansi Road, New Delhi-110055

Phone: +91-11-23516567, Fax: 91-11-23553698

Email: [email protected], [email protected]; Website. www.cpil.com



Pursuant to Regulation 36(3) of the SEBI (Listing Obligation and Disclosure Requirement) Regulations,

2015, the brief profile of Directors eligible for re-appointment vide item no. 02,04,05&06 are as follows:

Detail of Directors seeking Appointment/re-appointment at the Annual General Meeting


Particulars Mr. Prakash Goyal Mr. Gajraj Jain Mr. Nishant Goyal Mrs. Hemlata Jain

Date of Birth 01/08/1953 11/04/1954 21/11/1987 05/06/1955

Date of Appointment/re-appointment 30/09/2019 17/04/2020 30/09/2019 16/09/2017

Qualifications Chartered Accountant from the Institute of Chartered Accountant of India bearing Membership Number -081450

Graduate M.B.A in Finance and Marketing from a Reputed Business College.

Commerce Graduate

Expertise in specific functional areas

Wide experience of almost 35 years of experience in Finance, Funds Management, Business Restructuring, Accounting, Budgeting, Business Planning, Taxation (Direct and Indirect), Treasury operations and Risk Management with Core competencies.

Wide experience in enterprenuer, Industrialist, rich business experience in overall management and supervision.

Wide expertise and knowledge in business of marketing in the field of footwear Industry.

Experience in general management & administration

Directorship held in other Companies (excluding Foreign Company)

Ekam Leasing and Finance Company Limited

Alsan Rubber & Chemicals Private Limited

Katihar Flour Mills Private Limited

Trinity Polytech Private Limited

N.A.

Membership/Chairmanships of committees of other companies as on 31st March 2019

NIL NIL NIL

Number of shares held in the Company

NIL NIL NIL 669820 (18.11%)

Chairman of AuditCommittee and member of Nomination & Remuneration Committee of Ekam Leasing Finance Co. Ltd.

CHANDRA PRABHU INTERNATIONAL LTD.BOARD’S REPORT

To the Members of Chandra Prabhu International Ltd.

Your Directors are pleased to have this opportunity to report on Company's progress during the year Financial Year

2018-19 and to submit the 34th Annual Report & Audited Financial Statements (Standalone & Consolidated) st stcomprised of Balance Sheet as on 31 March, 2019 and Profit & Loss Account for the period ended on 31 March,

2019

BOARD’S REPORT

FINANCIAL RESULTS

DIVIDEND

Keeping in view the current financial position and future working capital requirements of the Company, the Board sthas recommended Re. 0.50 per equity share as Final Dividend for the financial year ending on 31 March

2019.Dividend on equity shares, if approved by the members, would involve a cash outflow of Rs. 18.49 lakhs

excluding dividend tax .The total dividend on equity shares including dividend tax for FY 2018-19 would aggregate to

Rs. 22.29 Lakhs, resulting in a payout of 6.48 Percent of the standalone profit s of the Company.

TRANSFER TO RESERVE

The closing balance of the retained earnings of the Company for FY 2018-19, after all appropriation and adjustments

was Rs. 77,281,776 (Rupees Seven Crore Seventy Two Lakh Eighty One Thousand Seven Hundred Seventy

Six Only)

COMPANY'S PERFORMANCE

During the year, the performance of the Company was good and promising and the turnover during the year was Rs.

9042.46 lakhs as against Rs. 5952.76 lakhs in the previous year indicating a increment of about 51.90 % over the

last year. The year under review resulted in Profit after Tax(PAT) attributable to shareholders of Rs.343.86 lakhs

which was mainly due to increased turnover/sales of coal and agro commodities as compared to loss of Rs. (411.60)

lakhs during the previous year. The management is optimistic on the performance of the Company in future and a

detailed discussion is provided under Management discussion and analysis report.


Particulars Standalone Consolidated

2018-19

2017-2018

2018-19 2017-2018

Turnover/ Income from operations

9042.46

5952.76

9112.73 6626.72Other Income

9.44

81.46

9.91 90.96Profit/(Loss) before tax, finance cost & depreciation

534.45

(429.39)

540.25 (398.48)

Finance Cost

87.57

109.52

100.37 143.14Depreciation

13.98

12.79

20.115 19.56Exceptional items ( income)

Profit/(Loss) before tax

432.89

(551.70)

419.76 (561.18)Current Tax

86.76

-

86.76 -Tax Adjustments for earlier years

-

(0.19)

(0.19)Deferred Tax 88.75 (139.90) 83.06 (152.23)MAT Credit Entitlement (86.49) - (86.49) -Other Adjustments - (0.36)Profit/(Loss) After Tax 343.87 (411.61) 336.43 (408.39)Add/(Less):Other ComprehensiveIncome (net of taxes)

(0.40) (0.42) (0.40) (0.42)

Total Comprehensive Income/(Expenses) for the year

343.47 (412.03) 336.03 (408.81)

(Rs. in Lakhs)


On consolidated basis , the revenue from operation for financial year 2018-2019 is Rs. 9112.73 lakhs higher by

37.51% over the previous year's revenue of Rs.6626.72 lakhs. The Profit after tax (PAT) attributable to shareholders

for FY 2018- 2019 is Rs. 336.42 lakhs as compared to loss of Rs. (408.40) lakhs respectively.

NET SALES (STANDALONE & CONSOLIDATED)

HUMAN RESOURCE DEVELOPMENT

Human Resource is not only an integral part of any organisation but also

strive its success and growth. The Company believes that human resources

are the key resources and integral part the organisation and endeavours to

create a culture of openness and empowerment amongst its employees and

provide good career development.

Your Company believes in trust transparency & teamwork to improve employees productivity at all levels and is

committed to the welfare of the employees and their families by putting review and reward system in place.

MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL

POSITION OF THE COMPANY

SUBSIDIARY AND ASSOCIATES COMPANIES

The Company has only one wholly owned subsidiary of the Company namely M/s. Alsan Rubber & Chemicals

Private Limited (CIN: U52100DL1995PTC068763) [ARCPL] as on March 31, 2019. ARCPL is mainly engaged

in the business of trading of rubbers. During the year under review, ARCPL registered revenue from operations of

Rs. 70.27 lacs as compared to a revenue of Rs. 673.96 lacs in financial year 2017-18. There was a loss of (Rs.

7.45lacs) for the year under review as against profit of Rs. 2.853lacs for the previous year. There has been no

material change in the nature of the business of the subsidiaries.

There is no material changes noted and observed by the Board of the Company which have occurred between the

close of the financial year on March 31, 2019 to which the financial statement relates and the date of this report. Apart

from writing off of some of its fixed assets amounting to Rs.1,65,382/-(Rupees One Lakh Sixty Five Thousand

Three Hundred Eighty Two Only ).


9042.46

5952.76

2826.52

9112.73

6626.72

3720.58

0

2000

4000

6000

8000

10000

12000

14000

16000

18000

20000

F.Y. 2018 19 F.Y. 2017 18 F.Y. 2016 17

Net Sales (In Lakhs)Consolidated

Net Sales (In Lakhs) Standalone


There are no associate companies or joint venture companies within the meaning of section 2(6) of the Companies

Act, 2013 (“Act”).

Pursuant to provisions of section 129(3) of the Act, a report on the performance and financial position of the

Company's aforesaid subsidiary is annexed in the prescribed Form AOC-1 to this Report as 'Annexure –I’

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and

ability, confirm that:

i) in the preparation of the annual accounts, the applicable Indian accounting standards had been

followed along with proper explanation relating to material departures;

ii) they have selected such accounting policies and applied them consistently and made judgments and

estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the

Company at the end of the financial year and of the profit of the Company for that period;

iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in

accordance with the provisions of this Act for safeguarding the assets of the company and for

preventing and detecting fraud and other irregularities;

iv) they have prepared the annual accounts on a going concern basis;

v) they have laid down internal financial controls to be followed by the Company and such internal

financial controls are adequate and operating effectively;

vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and

that such systems were adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the

Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews

performed by management and the relevant board committees, including the audit committee, the board is of the

opinion that the Company's internal financial controls were adequate and effective during the financial year 2018-19.

DIRECTORS & KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 149 and 152 of the Companies Act, 2013 and Rules made there under as

amended from time to time and Regulation 17 of the SEBI (LODR) Regulations 2015, Mr. Prakash Goyal, Mr. thNishant Goyal was appointed as independent director in the Annual General Meeting held on 30 September 2014

of the company. They have submitted a declaration that each of them meets the criteria of independence as provided

in section 149(6) of the Act & SEBI (LODR) Regulations, 2015 and there has been no change in the circumstances

which may affect their status as independent director during the year.

There has been changes in the key managerial personnel during the Financial year 2018-19. Mr. Jagdish Jhunjhunwala thresigned from the post of Director of the company w.e.f.4 June,2018 .



Further Mr. Jitendra Kumar Mishra was appointed as an Additional Director pursuant to section 161 of the

Companies Act, 2013 w.e.f August 14, 2018 and further designated as an Independent Director pursuant to

provision of Section 149, 150 and 152 of the Companies Act, 2013 and the Companies (Appointment and

Qualification of Directors) Rules, 2014 and pursuant to SEBI (LODR) Regulations, 2015.He was further regularised rd thas Independent Director of the company by approval of members at 33 Annual General Meeting held on 28

September 2018 . He has also submitted a declaration that he meets the criteria of independence as provided in sec

149 (6) of the act & SEBI (LODR) Regulations, 2015. He has also submitted a declaration that he meets the criteria of

independence as provided in section 149(6) of the Act & SEBI (LODR) Regulations 2015.

thFurther, Mr. Akash Jain also resigned from the post of Joint Managing Director of the company w.e.f 7 February,

2019 during the Financial year 2018-19 .

KEY MANAGERIAL PERSONNAL (KMP)

Mr. Gajraj Jain, Chairman Cum Managing Director, Mr. Amar Singh, Chief Financial Officer, Mrs. Mansi Mehta,

Company Secretary and Compliance Officer are the Key Managerial Personnel as per the provision of Section(s)

2(51), 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial

Personnel) Rules, 2014.

NUMBER OF MEETINGS OF BOARD OF DIRECTORS

The Board of Directors of your Company, met 9 (Nine) times during the Financial year ended March 31, 2019, i.e. th th th th th th thon 16 April, 2018, 29 May, 2018, 4 June, 2018, 14 August, 2018, 29 August 2018, 28 September, 2018, 14

th thNovember, 2018, 07 Feb, 2019 and 06 March, 2019 respectively. The details of which are given in the Corporate

Governance Report. The intervening gap between the Meetings was within the period prescribed under the

Companies Act, 2013 and Regulation 17(2) of the Listing obligations & Disclosure Requirements of SEBI.

BOARD EVALUATION

The board of directors has carried out an annual evaluation of its own performance, board committees and

individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed

by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015

(“SEBI Listing Regulations”).

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of

the criteria such as the board composition and structure, effectiveness of board processes, information and

functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members

on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The above criteria are based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board

of India on January 5,2017



The Board and the Nomination and Remuneration Committee (“NRC”) reviewed the performance of the individual

directors on the basis of the criteria such as the contribution of the individual director to the Board and committee

meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in

meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent directors, performance of non-independent directors, performance of the

board as a whole and performance of the chairman was evaluated, taking into account the views of executive

directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the

independent directors, at which the performance of the board, its committees and individual directors was also

discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent

director being evaluated.

CORPORATE GOVERNANCE

The report on Corporate Governance as stipulated in SEBI (Listing Obligation and Disclosure Requirements)

Regulations, 2015 as integral part of this Annual Report.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD MEETING AND GENERAL

MEETING

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on

Board Meetings and General Meetings.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Company's policy on directors' appointment and remuneration and other matters provided in Section 178(3) of

the Act has been disclosed in the corporate governance report, which forms part of the directors' report.

The board on recommendation of Nomination and Remuneration Committee approved Remuneration Policy for

Director, KMP and Senior Management Employee are also available at the website of the company i.e.

www.cpil.com .

RISK MANAGEMENT POLICY

Effective risk management is essential to success and is an integral part of our culture. While we need to accept a level

of risk in achieving our goals, sound risk management helps us to make the most of each business opportunity, and

enables us to be resilient and respond decisively to the changing environment.

Our approach to risk management assists us in identifying risks early and addressing them in ways that manage

uncertainties, minimize potential hazards, and maximize opportunities for the good of all our stakeholders including

shareholders, customers, suppliers, regulators and employees. Risks can be broadly classified as Strategic,

Operational, Financial, and Legal/Regulatory.

In accordance with the requirements of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015,the

Company has adopted risk management policy, approved by Board of Directors and established a risk management

framework to identify, mitigate and control the risk and threatens of risk.



INTERNAL CONTROL SYSTEMS

The Company's internal control systems are audited by B. Rattan and Associates. The Internal Auditor

independently evaluates the adequacy of internal controls and reviews major transactions. The Internal Auditor

reports directly to the Audit Committee to ensure complete independence.

BOARD COMMITTEES

Detailed composition of the mandatory Board Committees viz. Audit Committee, Nomination and Remuneration

Committee, Stakeholder Relationship Committee and no. of meetings held during the year under review and other

related details are set out in the Corporate Governance Report which forms a part of this Report.

AUDIT COMMITTEE

The role, terms of reference, authority and powers of the Audit Committee are in conformity with Section 177 of the

Companies Act, 2013 read with Regulation 18 of SEBI (Listing Obligations and Disclosure Requirement)

Regulations, 2015. The details of which are given in the Corporate Governance Report. The Committee met

periodically during the year and had discussions with the auditors on internal control systems and internal audit

report.

AUDITORS

STATUTORY AUDITORS & THEIR REPORT

Pursuant to the provisions of section 139 of the Act and the rules framed there under, the company at its AGM held thon 16 September, 2017appointed M/s Mittal Garg Gupta & Co. Chartered Accountants as the statutory

ndauditor for a term of 5 (Five) consecutive years from the conclusion of the 32 annual general meeting upto the thconclusion of 37 annual general meeting to be held in the year 2022,subject to ratification of their appointment by

members at every AGM , if so required under the act. The requirement to place the matter relating to appointment of

auditors for ratification by members at every AGM has been done away by the Companies ( Amendment) Act, 2017 thenforced on 7 May 2018 by the Ministry Of Corporate Affairs .Accordingly ,no resolution is being proposed for

ratification of appointment of statutory auditors at the ensuing AGM and a note in respect of same has been included

in the Notice for this AGM.

SECRETARIAL AUDITORS & THEIR REPORT:

In terms of Section 204 of the Companies Act, 2013 and Rules framed there under and on the recommendation of

the Audit Committee, the Board of Directors of the Company have voluntarily appointed M/s. KKS & Associates,

Company Secretaries as the Secretarial Auditor of the Company for the financial year 2018-2019. The Company

has received consent from M/s. KKS & Associates, Company Secretaries, for their appointment. Further, his

secretarial audit report is annexed as Annexure-IV to this Report in prescribed Form MR-3.

INTERNAL AUDITOR

M/S B. Rattan and Associates, Chartered Accountant continue to be the Internal Auditors of your company for

the financial year 2018-19.



QUALIFICATIONS IN AUDIT REPORTS

There is no qualification, disclaimer, reservation or adverse remark or disclaimer made either by the statutory auditors

in his report and by the company secretary in practice (Secretarial Auditor) in his secretarial audit report.

DISCLOSURE REGARDING MAINTAINANCE OF COST RECORD

The Company is not required to maintain the cost record as specified by the Central Government under sub-section

(1) of section 148 of the Companies Act, 2013.

FUTURE PROSPECTS

The Company has improved tremendously from its last year performance and is optimistic to improve its overall

performance with the existing trading portfolio of synthetic rubber, Coal, and agro products. And the company shall

endeavor to capitalize further its trading portfolio.

The Company's has also entered into business of all kinds of infrastructure projects and is progressing steadily

Further, management of the company is evaluating various suitable prospects. On successful implementation of

future projects and on the strength of its existing product portfolio, operational efficiency and enhanced network, the

management, on overall basis, expects a robust growth and enhanced market share. The Board expects that the

Company will continue to improve its overall performance and excel to enhance the profitability of the Company, in

the present economic scenario and huge potential demand of these products in the Indian market, via its strategy

competency, operational efficiencies and new line of activity on its successful implementation.

CONSOLIDATED FINANCIAL STATEMENT

In accordance with Section 129(3) of the Companies Act 2013 and Regulation 34(2) of SEBI (Listing Obligations &

Disclosure Requirements) Regulations, 2015 entered into with the Stock Exchanges, the consolidated Financial

Statements of the Company, including the financial detail of the subsidiary Company of the Company, forms part of

this Annual Report .The Consolidated Financial Statements have been prepared in accordance with the Indian

Accounting Standards issued by the Institute of Chartered Accountants of India.

VIGIL MECHANISM /WHISTLE BLOWER POLICY

Pursuant to Section 177 of the Companies Act 2013 and Regulation 22 of the SEBI (Listing Obligations &

Disclosure Requirements) Regulations, 2015, the Board has adopted vigil mechanism in the form of Whistle Blower

Policy, to deal with instances of fraud or mismanagement, if any. The Policy can be accessed at the website of the

company.

RELATED PARTY TRANSACTIONS

All Related Party Transactions are placed before the Audit

Committee and also the Board/Members for their approval,

wherever necessary. The related party transactions entered

during the financial year were on an arm's length basis and were

in the ordinary course of business.



Except the contracts/arrangements or transactions entered into by the Company with the related parties referred to

in sub –section (1) of Section 188 of the Companies Act, 2013 during the course of business but which were not at

arm's length basis .The details of the same are annexed herewith as “Annexure-II” in the prescribed Form AOC-2.

There were no materially significant related party transactions during the financial year except with wholly owned

subsidiary as mentioned in AOC-2.

CORPORATE SOCIAL RESPONSIBILITY

The Company is not required to formulate Corporate Social Responsibility(CSR) Policy and Committee as it does not

fulfill the criteria specified under Section 135 of the Companies Act, 2013.

PECUNIARY RELATIONSHIP OR TRANSACTIONS OF THE NON-EXECUTIVE DIRECTORS

AND DISCLOSURES ON THE REMUNERATION OF THE DIRECTORS

All pecuniary relationship or transactions of the non executive directors vis-a-vis the company, along with criteria for

such payments and disclosures on the remuneration of directors along with their shareholding are disclosed Form

MGT-9, which forms a part of this Report and Corporate Governance Report.

INTER SE RELATIONSHIPS BETWEEN THE DIRECTORS

There is no relationship between directors inter se during the Financial Year 2018-19. Except as on date there is inter

se relation between Mr. Gajraj Jain, Chairman Cum Managing Director of the company who is father of Mr. Akash thJain, Joint Managing Director (who resigned during the year w.e.f 07 February 2019), and husband of Mrs. Hemlata

Jain ,Woman Director of the Company.

SHARE CAPITAL

The paid up Equity Share Capital as on March 31, 2019 was Rs. 36,980,000/-. During the year under review, the

Company has not issued any shares with differential voting rights nor granted stock options nor sweat equity. As on

March 31, 2019, no other director holds any share in the Company except Mr. Akash Jain, Joint Managing thDirector(resigned from directorship w.e.f 07 February 2019) continues holds 3,45,000 (9. 33%) Equity shares of the

Company ,Mrs. Hemlata Jain, Woman Director of the company holds 6,69,820 (18.113%) Equity shares of the

Company and Gajraj Jain in HUF Capacity holds 181350(4.90%)Equity Shares.

E-VOTING

The Company is providing e-voting facility to all members to enable

them to cast their votes electronically on all resolutions set forth in the

Notice. This is pursuant to section 108 of the Companies Act, 2013

and Rule 20 of the Companies (Management and Administration)

Rules, 2014 and Regulation 44 of SEBI (Listing Obligations &

disclosure Requirements) Regulations, 2015. The instruction(s) for e-

voting for ensuing Annual General Meeting is also provided with

notice to shareholders of this Annual Report.


E-Voting facility of our company will remain open from 25.09.2019, 9.00am till 27.09.2019, 5.00pm


EXTRACT OF ANNUAL RETURN

As required under Section 92 (3) read with Rule 12 of Companies (Management & Administration), Rules, 2014, the

extract of the Annual Return in the prescribed Form MGT- 9 is annexed herewith as “Annexure III”.

Link of same also available on website of the company i.e www.cpil.com

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate in securities

by the Directors and designated employees of the Company. The Code prohibits the purchase or sale of Company

shares by the Directors and the designated employees while in possession of unpublished price sensitive information

in relation to the Company and during the period when the Trading Window is closed. The Code of Conduct to

regulate, monitor and report Insider trading is uploaded on the Company's website: www.cpil.com

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE

EARNINGS AND OUTGO

Information in respect to Conservation of Energy technology absorption, foreign exchange earnings and outgo,

pursuant to Rule 8 of the Companies (Accounts) Rules, 2014 is as follows:-

PARTICULARS OF EMPLOYEES PURSUANT TO SECTION 197 OF THE COMPANIES ACT, 2013

READ WITH RULE 5 (1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF

MANAGERIAL PERSONNEL) RULES, 2014


Previous Year

a. Conservation of energy NIL

b. Technology Absorption NIL

c. Foreign Exchange Earnings Current Year NIL NIL

d. Foreign Exchange Earning & Outgo

Foreign Exchange Earning NIL

1. Foreign Exchange Outgo

i) Foreign Traveling Expenses Current Year Rs. NIL

Previous Year Rs. NIL

ii) CIF Value of Imports Current Year Rs. 1039 Lakhs

Previous Year Rs. 5917 Lakhs

S.No. Particulars (Rs.)


The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules,1975, in

respect of Managerial Personnel, Directors and Employees of the Company is furnished in Annexure V.

PUBLIC DEPOSITS

During the year the Company has not received any Deposits from public, covered under Chapter V of the Companies

Act, 2013.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

In terms of Section 134 (3) (g), towards inclusion of the details of particulars of Loans, Guarantees and Investments

covered under the provisions of Section 186 of the Companies Act, 2013 & Rules made there under in this report, the

same are given in the notes to the Financial Statements.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE

(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

In accordance with the provisions of the Sexual Harassment of Women at the Workplace (prevention, Prohibition &

Redressel) Act, 2013 and the Rules framed there under for prevention and redressal of complaints of sexual

harassment at workplace, along with a structured reporting and redressal mechanism. The Company has complied

with provisions relating to the constitution of Internal Complaints Committee under the said Act. There were no

complaint regarding sexual harassment by any women employees (permanent, contractual, temporary, trainees) who

are covered under this policy till the date of this report.

COMPLIANCE WITH THE SEBI (LISTING OBLIGATIONS & DISCLOSURE REQUIREMENTS)

REGULATIONS 2015

The company's equity shares continue to be listed on the Bombay Stock Exchange (BSE), Mumbai which has

nationwide trading terminals. The company has paid the Annual Listing Fees to BSE for the Financial Year 2018-

2019.

ACKNOWLEDGEMENT

Your Directors place on record their warm appreciation of the assistance and cooperation extended by various

Government Departments, Authorities, and Business Partners etc. Your Directors also place on record their deep

appreciation of the support provided by the Bankers associated with the company.

Your company's employees are instrumental to your company achieving higher business goals. Your directors place

on record their deep admiration of the commitment and contribution of your company's employees. Your support as

shareholders is greatly valued. Your directors thank you and look forward to your continuance support.


For and on behalf of the board of directors Chandra Prabhu International Ltd.

Gajraj Jain Chairman Cum Managing Director

DIN: 00049199


Place : New Delhi

Corporate Identification Number (CIN): L51909DL1984PLC019441Registered Office: 14, Rani Jhansi Road, New Delhi-110055Phone: 011-23516567, Fax: 91-11-23553698,Email: [email protected], [email protected]; Website: www.cpil.com


ANNEXURES

ANNEXURE-I

Form AOC-1

(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)

Statement containing salient features of the financial statement of subsidiaries/associate

companies/joint ventures.

Part “A”: Subsidiaries

(Information in respect of each subsidiary to be presented with amounts in Rs.)

Notes: The following information shall be furnished at the end of the statement:

1. Names of subsidiaries which are yet to commence operations -Not Applicable

2. Names of subsidiaries which have been liquidated or sold during the year -Not Applicable


Sl. No. Particulars Details

1. Name of the subsidiary Alsan Rubber & Chemicals Pvt. Ltd.

2. Reporting period for the subsidiary concerned, if different from the holding company’s reporting period

Same i.e. 01.04.2018 to 31.03.2019

3.

Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries

N.A.

4.

Share capital

50,00,000

5.

Reserves & surplus

(2,24,649) 6.

Total assets

2,09,15,009

7.

Total Liabilities

1,61,39,65 7

8.

Investments

-

9.

Turnover

70,27,437

10.

Profit before taxation

(13,13,666)

11.

Provision for taxation

-

12. Profit after taxation (7,44,519)

13. Proposed Dividend -

14. % of shareholding 100


Part “B”: Associates and Joint Ventures

Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies and Joint

Ventures: - Not Applicable

Note: Since, there is no any associate /Joint Ventures of the company. Hence, the statement pursuant to Section 129

(3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures is not applicable to the company.

For and on behalf of the board of directors


Corporate Identification Number (CIN): L51909DL1984PLC019441

Registered Office:

14, Rani Jhansi Road, New Delhi-110055

Phone: 91-11-2351656, Fax : 91-11-23553698

Email: [email protected], [email protected]; Website: www.cpil.com


Prakash Goyal

Director

DIN : 02598736

Gajraj Jain


DIN: 00049199


Place : New Delhi


ANNEXURE-II

FORM NO. AOC-2

[Pursuant to clause (h) of Sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts),

Rules, 2014

Form of disclosure of particulars of contracts/arrangements/entered into by the Company with related

parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 including certain arm'

length transactions under third proviso thereto.

1. Detail of contracts or arrangements or transactions not at Arm's length basis NOT APPLICABLE

2. Detail of contracts or arrangements or transactions at Arm's length basis :


Sr. No.

Name of the Related party

Nature of Relationship

Nature of contracts/Arrangements/

transactions

Amount Duration of contracts/

Arrangements /transactions

Salient terms of contracts or arrangements or transactions

Amount Paid as advance,if any

1.

Alsan Rubber & Chemicals Pvt. Ltd.

Subsidiary

Interest free temporary loan paid

137.95

One Year

Temporary Interest free Loan

NIL

2.


Subsidiary

Interest free temporary received back

51.68

One Year


NIL

3.


Subsidiary

Amount Receivable against Loan

86.28

One Year

Against Trading Transaction

NIL

4.


Subsidiary

Amount Receivable against Loan

150.32

One Year


NIL

5.

Mrs. Hemlata

Jain

Women Director

Interest Free Temporary Loan Received

825.50

One Year

Temporary Loan NIL

6.

Mrs. Hemlata

Jain

Women Director

Interest Free Temporary Loan Repaid

326.50

One Year

Temporary Loan NIL

7.

Mr. Akash Jain

Joint Managing Director

Interest Free Temporary Loan Received

64.00

One Year

Temporary Loan NIL

8. Mr. Akash Jain


Interest Free Temporary Loan Repaid

68.00 One Year Temporary Loan NIL

9. Mr. Akash Jain


Directors Remuneration 9.00 Up to 31st

December, 2018

Remuneration as per Resolution

NIL




Gajraj Jain


DIN: 00049199

Prakash Goyal

Director

DIN : 02598736


Place : New Delhi


Registered Office:


Phone: 91-11-2351656, Fax : 91-11-23553698

Email: [email protected]; [email protected]




ANNEXURE-III

Form No. MGT-9

EXTRACT OF ANNUAL RETURNstas on the financial year ended on 31 March, 2019

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies

(Management and Administration) Rules, 2014]

I. Registration and other details:

i) CIN: L51909DL1984PLC019441

ii) Registration Date: 29/11/1984

iii) Name of the Company: CHANDRA PRABHU INTERNATIONAL LIMITED

iv) Category / Sub-Category of the Company: Company limited by shares/ Indian Non-

Government Company

v) Address of the Registered office and contact details: 14, Rani Jhansi Road, New Delhi –110 055,

Tel no.- 011-43012349, E-mail Id:[email protected], website:-www.cpil.com.

vi) Whether listed company : Yes

vii) Name, Address and Contact details of Registrar and Transfer Agent, if any: Alankit

Assignments Ltd.

Corporate Office: Alankit house, 4E/2, Jhandewalan Extension, New Delhi - 110055

II. Principal business activities of the company

Business activities contributing 10 % or more of the total turnover of the company are:-

III. Particulars of holding, subsidiary and associate companies


SR.No Name and Description of main products / services

NIC Code of the Product/ service

% to total turnover of the company

1. Trading of Coal 46610 71.34%

2. Trading of Agro Food Products 46201 22.49%

SR. NO.

Name and Address of The company

CIN/GLN Holding/ Subsidiary/ Associate

% of shares Held

Applicable section

1. Alsan Rubber & Chemicals Private Limited

R/o:

3rd Floor, 14 Rani Jhansi

Road, Delhi – 110 055

U52100DL1995PTC068763

Subsidiary

100%

2(87)


IV. Share holding pattern (Equity Share Capital Breakup as percentage of Total Equity)

i) Category-wise Share Holding


beginning of the yearCategory ofShareholders

No. of Shares held at thei.e. 1.04.2018

No. of Shares held at the end ofthe year i.e. 31.03.2019

% Changeduring the year

Demat Physical Total % of TotalShares

Demat Physical Total

A. Promoters

(1) Indian

a) Individual/HUF

2318845

0

2318845

62.705

2336485

0

2336485

63.182

0.761b) Central Govt 0

0

0

0

0

0

0

0

0c) State Govt(s) 0

0

0

0

0

0

0

0

0d) Bodies Corp. 0

0

0

0

0

0

0

0

0e) Banks / FI 0

0

0

0

0

0

0

0

0f)Any Other 0

0

0

0

0

0

0

0

0Sub-total (A) (1):-

2318845

0

2318845

62.705

2336485

0

2336485

63.182

0.761(2) Foreign

a) NRIs -Individuals

0

0

0

0

0

0

0

0

0

b) Other Individuals

0

0

0

0

0

0

0

0

0

c) Bodies Corp. 0

0

0

0

0

0

0

0

0d) Banks / FI 0

0

0

0

0

0

0

0

0e)Any Other 0

0

0

0

0

0

0

0

0

Sub-total (A) (2):-

0

0

0

0

0

0

0 0

0

Total shareholdingof Promoter (A) =

(A)(1)+(A)(2)

2318845

0

2318845

62.705

2336485 0

2336485

63.182

0.761

B. PublicShareholding

1. Institutions a) Mutual Funds 0 0 0 0 0 0 0 0 0b) Banks / FI 0

0

0

0

0

0

0

0

0

c) Central Govt 0

0

0

0

0

0

0 0

0

d) State Govt(s) 0

0

0

0

0

0

0 0

0

e) Venture Capital

Funds0

0

0

0

0

0

0

0

0

f) InsuranceCompanies

0

0

0

0

0

0

0

0

0

g) FIIs 0

0

0

0

0

0

0

0

0h)Foreign Venture

Capital Funds

0

0

0

0

0

0

0

0

0

i)Others (specify)

0

0

0

0

0

0

0

0

0Sub-total (B)(1):-

0

0

0

0

0

0

0

0

02.Non-Institutions

a) Bodies Corp. 46714

500

47214

1.277

50582

500

51082

1.381

8.144i) Indian

ii) Overseas

b) Individuals

i) Individualshareholdersholding nominalshare capital upto

Rs. 1 lakh

752554

88806

841360

22.752

751429

85906

837335

22.643

(0.478)

ii)Individualshareholders holdingnominal share

486289 0 486289 13.150 468148 0 468148 12.660 (3.730)

% of TotalShares


ii) Shareholding of Promoters


SR. No. Shareholder’sName

Share holding at the beginning of the year i.e. 01.04.2018

Share holding at the end of the yeari.e.31.03.2019

No. of

Shares

% of

total

Shares

of the

company

%of Shares

Pledged /

encumbered

to total

shares

No. of

Shares

% of

total

Shares

of the

company

%of Shares

Pledged /

encumbered

to total

shares

%changeinshareholdingduringtheyear

1.

Abhash Jain

115753

3.130

0

110003

2.975 0

(4.952)

2. Akash Jain 345000 9.329 0 345000 9.329 0 0

3. Gajraj Jain (HUF)

181350 4.904 0 181350 4.904 0 0

4.

Hemlata Jain

646430

17.481

0

669820

18.113

0

3.615

5.

Piyush Jain

345000

9.329

0

345000

9.329

0

0

6.

Aditi Jain

150000

4.056

0

150000

4.056

0

0

7.

Sheetal Jain

190002

5.138

0

190002

5.138

0

0

8.

Vikas Jain

345310

9.338

0

345310

9.338

0

0

TOTAL 2318845 62.705 0 2336485 63.182 0 0.761

c) Others (specify)

(i) Non Resident Indians

3500 0 3500 .095 3500 0 3500 0.095 0

(ii)Clearing Members

792 0 792 0.021 1450 0 1450 0.039 (83.080)

Sub- Total (B)(2)

1289849

89306

1379155

37.295

1275109

86406

1361515

36.818 (1.279)

Total Public Shareholding (B)=(B)(1)+

(B)(2)

1289849

89306

1379155

37.295

1275109

86406

1361515

36.818 (1.279)

C. Shares held by Custodian for GDRs & ADRs

0

0

0

0

0

0

0

0

0

Grand Total(A+B+C)

3608694 89306 3698000 100 3611594 86406 3698000 100 0


iii) Change in Promoters' Shareholding ( please specify, if there is no change)

(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):

*The shares of the company are traded on a daily basis and hence the date wise increase/ decrease in

shareholding is not indicated. Shareholding is consolidated based on permanent account number (PAN)

of the shareholder:


SR.No. Name of Promoter

Shareholding at the beginning of the year i.e. 01.04.2018

Date

Reason*

Increase/Decrease in

Shares

Cumulative Shareholding during the year ( 01.04.2018 to 31.03.2019)

No. of shares

% of total

Shares of the

Company

No. of shares

% of totalShares of the

Company1. Abhash

Jain

115753

3.130

01.04.2018

Sale of shares through o pen market

5750

31.03.2019

110003

2.975

2. Akash Jain

345000

9.329

01.04.2018

Nil movement during the year

31.03.2019 345000 9.329

3. Gajraj Jain

(HUF)

181350 4.904 01.04.2018 Nil movement

during the

year

31.03.2019

181350

4.904

4. Hemlata Jain

646430

17.481

01.04.2018

Purchase of shares through open market

23390

31.03.2019

669820

18.113

5. Piyush Jain

345000

9.329

01.04.2018

Nil movement

during the

year

31.03.2019

345000

9.329

6. Aditi Jain

150000

4.056

01.04.2018

Nil movement

during the

year

31.03.2019

150000

4.056

7. Sheetal Jain

190002

5.138

01.04.2018

Nil movement

during the

year

31.03.2019

190002

5.138

8. Vikas Jain

345310

9.338

01.04.2018

Nil movement

during the

year

31.03.2019

345310

9.338

TOTAL 2318845 62.705 2336485 63.182

SR. No.

Top Ten Shareholders*

Shareholding at the beginning of t he year 01.04.2018

Cumulative Shareholding at the end of year 31.03.2019

No. of shares

% of total Shares of the

Company

No. of shares% of totalShares of theCompany

1.

Dheeraj Kumar Lohia

115780

3.131

119847 3.2412.

Manish Kucheria

61025

1.65

61025 1.653.

Mita Dipak Shah

55078

1.489

55078 1.4894.

Pranav Gupta

38318

1.036

38318 1.0365.

Seema Kucheria

38000

1.028

38000 1.0286.

B.Parvathavardhini

31882

0.862

31882 0.8627. S. C. Khaneja 30715 0.831 30715 0.8318. Kaveri Kucheria 20000 0.541 20000 0.5419. Raj Kumar Lohia 17567 0.475 17567 0.47510. Raghu Raman N 15000 0.4 15000 0


v) Shareholding of Directors & Key Managerial Personnel:

*Mr. Akash Jain, Joint Managing Director of the company resigned from the post of Joint Managing Director of the stcompany with effect from February 07, 2019, however he continues to hold 345000 shares of the company as on 31

March, 2019.

V. Indebtedness

Indebtedness of the Company including interest outstanding/accrued but not due for payments.

*Note:- It consists cash credit loan and vehicle loan


SR.No. Name of Director/ Key/Managerial Personnel

Shareholding at the beginning of the year i.e. 01.04.2018

Purchase /Sale during the year Cumulative Shareholding during the year ( 01.04.2018 to 31.03.2019)

No. of shares

% of total

Shares of the

Company

Date

Reason

No. of Shares

No. of shares

% of totalShares of theCompany

01.

Akash Jain*

345000

9.33

01.04.2018

Nil movement

during the

year

0

31.03.2019

345000 9.33

02.

Hemlata Jain

646430

17.481

01.04.2018

Purchase of shares through open market

23390

31.03.2019

669820 18.113

03. Gajraj Jain (HUF)

181350 4.904 01.04.2018 Nil movementduring the year

0

31.03.2019 181350 4.904TOTAL 1172780 31.715 1196170 32.347

Particulars Secured Loans excluding deposits*(Refer Note-1

Unsecured Loans

Deposits Total Indebtedness

Indebtedness at the beginning of the financial year

i) Principal Amount

9,99,91,668

4,55,70,578

NIL

14,55,62,246

ii) Interest due but not paid

NIL

NIL

NIL

NIL

iii)Interest accrued but not due

NIL

NIL

NIL

NIL

Total (i+ii+iii)

9,99,91,668

4,55,70,578

NIL

14,55,62,246

Change in Indebtedness during

the financial year

• Addition

• Reduction

1,13,90,30,207

12,05,76,007

NIL

1,25,96,06,214

(1,19,85,49,829)

(10,26,46,585)

NIL

(1,30,11,96,414)

Net Change

(5,95,19,622)

1,79,29,422

NIL

(4,15,90,200)

Indebtedness at the

end of the financial year

i) Principal Amount

4,04,72,046

6,35,00,000

NIL

10,39,72,046

ii) Interest due but not paid

NIL NIL NIL NIL

iii)Interest accrued but not due

NIL NIL NIL NIL

Total (i+ii+iii) 4,04,72,046 6,35,00,000 NIL 10,39,72,046


VI. Remuneration of directors

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

Note :

*Mr. Gajraj Jain, Chairman Cum Managing Director of the Company has not drawn any Salary/Remuneration during

Financial Year 2018-19.

st**Mr. Akash Jain has drawn salary/remuneration upto 31 December 2018.


Sl. No.

Particulars of Remuneration

Name of CMD: * Mr. Gajraj Jain

Name of Joint Managing Director: Mr. Akash Jain**

Total amount

1. Gross salary (a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961

0 Rs.9,00,000/- up to 31st December 2018

Rs. 9,00,000/-

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961

0 0 0

(c) Profits in lieu of salary under section 17(3) Income -tax Act, 1961

0 0 0

2.

Stock Option

0

0

0

3.

Sweat Equity

0

0

0

4.

Commission -

as % of profit

-

others, specify…

0

0

0

5.

Others, please specify

0

0

0

Total (A)

0

9,00,000/-

9,00,000/-

Ceiling as per the Act


B. Remuneration to Other Key Managerial Personnel(Chief Financial Officer, Company

Secretary and Manager etc.)

C. Remuneration to Other Non-Executive Directors-

No remuneration is paid to Independent Non Executive Director, they are only eligible for sitting fees

for attending Board and Audit Committee Meetings.

VII. Penalties / punishment/ compounding of offences

During FY 2018-19, there were no penalties/ punishment/ compounding of offences under the

Companies Act, 2013.




Registered Office:


Phone: 91-11-2351656, Fax : 91-11-23553698

Email: [email protected]; [email protected]; Website: www.cpil.com


Sl.

no.

Particulars of Remuneration

Name of CFO:

Mr. Amar Singh Name of Company Secretary

&

Compliance Officer :Mrs. Mansi Mehta

Total amount

1. Gross salary

(a) Salary as per provisions contained

in section 17(1) of the Income-tax Act,

1961

Rs.5,52,000/- Rs. 4,80,000/- Rs.10,32,000/-

(b) Value of perquisites u/s 17(2)

Income-tax Act, 1961

0 0 0

(c) Profits in lieu of salary under

section 17(3) Income-tax Act, 1961

0 0 0

2.

Stock Option

0

0

0

3.

Sweat Equity

0

0

0

4.

Commission -

as % of profit

-

others, specify…

0

0

0

5.

Others, please specify

0

0

0

Total (A)

Rs.5,52,000/-

Rs. 4,80,000/-

Rs.10,32,000/-

Ceiling as per the Act

Prakash Goyal

Director

DIN : 02598736

Gajraj Jain


DIN: 00049199


Place : New Delhi


ANNEXURE-IV

FORM No. MR-3

SECRETARIAL AUDIT REPORTSTFOR THE FINANCIAL YEAR ENDED 31 MARCH, 2019

(Pursuant to Section 204 (1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014)

To,

The Members,


We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to

good corporate practices by Chandra Prabhu International Ltd. (hereinafter called the Company). Secretarial

Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts /

statutory compliances and expressing our opinion thereon.

Based on our verification of the Chandra Prabhu International Ltd.'s books, papers, minute books, forms and returns

filed and other records maintained by the company and also the information provided by the company, its officers,

agents and authorised representatives during the conduct of secretarial audit and as per the explanations given to us

and the representations made by the Management, we hereby report that in our opinion, the Company has, during the

audit period covering the financial year ended on 31st March, 2019 generally complied with the statutory provisions

listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the

extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records made available to us

and maintained by Chandra Prabhu International Ltd. for the financial year ended on 31st March, 2019 according to

the applicable provisions of:

i. The Companies Act, 2013 ('the Act') and the rules made there under, as applicable;

ii. The Securities Contract (Regulation) Act, 1956 ('SCRA') and the rules made there under;

iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

iv. Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of

imports of goods;

v. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India

Act, 1992 ('SEBI Act'):

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)

Regulations, 2011;

b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)

Regulations, 2009; Not Applicable and



d. The Securities and Exchange Board of India (Listing Obligation & Disclosure Requirement)

Regulations 2015 .

e. The Securities and Exchange Board of India (Share based Employee Benefits) Regulations, 2014.

Not Applicable

f. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008.

Not Applicable

g. The Securities and Exchange Board of India (Delisting of Equity Share) Regulations, 2009. Not

Applicable

h. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018. Not

Applicable

vi. Other laws applicable to the Company as per the representations made by the Management. We have

also examined compliance with the applicable clauses of the following:

a. Secretarial Standards issued by The Institute of Company Secretaries of India, with respect to board

and general meetings.

b. the Securities and Exchange Board of India (Listing Obligation & Disclosures Requirements)

Regulations 2015 .

c. The Rubber Act, 1947 and the Rubber Rules, 1955

During the period under review and as per the explanations and clarifications given to us and the representations

made by the Management, the Company has generally complied with the provisions of the Act, Rules, Regulations,

Guidelines, etc. mentioned above We further report that:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-

Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took

place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice was given to all Directors at least seven days in advance to schedule the Board Meetings. Agenda and

detailed notes on agenda were sent in advance, and a system exists for seeking and obtaining further information and

clarifications on the agenda items before the meeting and for meaningful participation at the meeting. Decisions at the

Board Meetings, as represented by the management, were taken unanimously.

We further report that as per the explanations given to us and the representations made by the Management and relied

upon by us there are adequate systems and processes in the Company commensurate with the size and operations of

the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

For KKS & Associates

Company Secretaries

Krishna Kumar SinghProprietor

FCS No: 8493

CP No: 9760

This Report is to be read with our letter of even date which is annexed as Annexure –A and forms an integral part of

this report.


Place : New Delhi Date : August 28, 2019


'Annexure A'

To,

The Members,


Our report of even date is to be read along with this letter.

1. Maintenance of Secretarial record is the responsibility of the management of the Company. Our

responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and process as were appropriate to obtain reasonable assurance about

the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure

that correct facts are reflected in Secretarial records. We believe that the process and practices, we followed

provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of

the Company.

4. Where ever required, we have obtained the Management representation about the Compliance of laws,

rules and regulations and happening of events etc.

5. The Compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is

the responsibility of management. Our examination was limited to the verification of procedure on test

basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor the

efficiency or effectiveness with which the management has conducted the affairs of the Company.

For KKS & Associates

Company Secretaries

Krishna Kumar Singh

Prop

FCS No: 8493

CP No: 9760

Place : New Delhi

Date : August 28,2019


Prakash Goyal

Director

DIN : 02598736

Gajraj Jain


DIN: 00049199


Place : New Delhi


ANNEXURE-V

PARTICULARS OF EMPLOYEES

[Pursuant to Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,

2014]

The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for

the Financial Year 2018-19:

Note:

?The remuneration to Non-Executive Directors consists of Sitting Fees only.

?It is hereby affirmed that the remuneration paid is as per the Nomination and Remuneration policy of the

Company.

?There were Eleven (11) permanent employees on the rolls of Company as on March 31, 2019.

?In the financial year, under review the percentage increase in the median remuneration for all employees

was 31.48%.

?The average annual increase already made in the salaries of employess other than the managerial personnel

in the last financial year and its comparison with the percentile increase in the managerial remuneration is

5.95%. However there has been a negligible change of 0.79% from the previous year. Mr. Gajraj Jain,

Chairman Cum Managing Director of the Company has not drawn any Salary/Remuneration during

Financial Year 2018-19 and Mr. Akash Jain has drawn salary/remuneration upto 31st December 2018.

?Remuneration includes Gratuity, leave encashment at the end of the year, contribution to provident fund

and superannuation.


Sr. No.

Name of Director and KMP

Remuneration

of Director and KMP for the financial year

ended March 31,

2019 (in Rs.)

Ratio of remuneration

of each director to

median remuneration of employees

% increase in remuneration

for the financial year ended

March 31, 2019 provided for the

purpose of section 197(12) ofthe Act

1.

Mr. Gajraj Jain, Chairman Cum Managing Director

NIL

-

-

2.

Mr. Akash Jain, Joint Managing Director

9,00,000

21:1

-

3.

Mr. Amar Singh, Chief Financial Officer

5,52,000

-

19.48%

4.

Mrs. Mansi Mehta,

Company Secretary

&

Compliance Officer

4,80,000

-

14.29%

5.

Mrs. Hemlata Jain ,Woman Director

Not Applicable

Not Applicable

-

6.

Mr. Prakash Goyal, Independent Director

Not Applicable

Not Applicable

-

7. Mr. Nishant Goyal, Independent Director Not Applicable Not Applicable

-

8. Mr. Jitendra Mishra, Independent Director Not Applicable Not Applicable

-



CHANDRA PRABHU INTERNATIONAL LTD.MDA REPORT

MANAGEMENT DISCUSSION AND ANALYSIS

FORWARD LOOKING STATEMENTS

Forward looking statements are based on certain assumptions and expectations of future events. The Company

cannot guarantee that these assumptions and expectations are accurate or will be realized. The Company's actual

results, performance or achievements could thus differ materially from those projects in any such forward- looking

statements. The Company assumes no responsibility to amends, modify or revise any forward looking statements, on

the basis of any subsequent developments, information or events.

Chandra Prabhu International Ltd. is a well known name in the trading of Coal and Synthetic Rubber for last many

years. At CPIL, we acknowledge that the real value of any organization is determined by the value it delivers to its

stakeholders. Across all our business and operations, we have been working towards achieving profitable growth in an

ethical, environment friendly and socially responsible manner.

The Industry: opportunities & Threats.

thDuring the Fiscal year 2018-19, The India's Economy grew at an impressive 8.2 percent in the first quarter i.e 30

June of Financial Year 2018-19 on the back of a strong core performance and a healthy base. This is the highest

growth in two years and strongest since the first quarter of Year 2016.

However, India continues to remain the fastest growing major economy in the world in 2018-19, despite a slight

moderation in its GDP growth from 7.2 per cent in Year 2017-18 to 6.8 per cent in 2018-19. India's growth of real

GDP has been high with average growth of 7.5 per cent in the last 5 years (2014-15 onwards). The Indian economy

grew at 6.8 per cent in 2018-19, thereby experiencing some moderation in growth when compared to the previous

year.

Agriculture has shown a growth rate of 2.9 percent as against previous year's growth rate of 5.0 per cent. The mining

and quarrying sector on the other hand has shown a growth rate of 1.3 percent as against previous year's growth rate

of 5.1 percent and production of Rubber in the world was considered to be very unstable during the last few years.

Comparatively, with the world India production of rubber is consistent at the rate of 6% per annum. The Industry is

expected to grow at over 8% per annum in this decade.

The Company being trading Company, the activities of the Company can be broadly divided into three business

segments viz Coal, Agro Food Products and Synthetic Rubbers.



Coal

Industry Outlook:-

Coal plays a vital role in meeting global energy needs and is critical to infrastructure development. 38% of the world's

electricity and 71% of the world's steel is produced using coal. Coal is a global industry, with coal mined commercially

in over 50 countries and used in over 70.

While India has ample domestic thermal coal supplies and its government has expressed a desire to end imports,

continued reliance on thermal coal imports appears inevitable for the foreseeable future. First, the country's planned

shift to supercritical and ultra-supercritical power plants after Year 2017 favors continued dependency on high-quality

coal imports needed to run those plants. Indian coal, which has high ash content and low calorific value, presents a

challenge for efficient functioning of supercritical boilers. Second, India's infrastructure for transporting coal from

inland deposits to its two dozen coastal power stations remains poor. The share of India's coastal-based power, which

operates completely on imported coal, is expected to increase from the current 17% to 23% by 2030. Finally, state

support of domestic coal production has historically been weak, and recent reforms have promoted port-to-rail

connectivity, effectively paving the way for increased coal imports.

India is said to have coal reserves of up to 300 billion tones. India is expected to import up to 185 million tonnes of

thermal coal in 2019, the head of thermal coal at consultancy Wood Mackenzie shared it that about 13 percent higher

than its estimate for 2018.India was the world's second largest producer of coal in 2017, the latest year for which data

is available, according to the International Energy Agency (IEA). The country produced a tenth of the world's coal,

while China topped the list with 45% of global production. India was also the second largest coal importer, with a

16% share. China accounts for nearly half of global coal consumption, with India's share at 13%.

Company's Performance:-

The company has performed well and out of total revenue of Rs. 9042.46 Lakhs, company has generated revenue of

Rs. 6457.41 Lakhs for the financial year 2018-2019 i.e. 71.412% of revenue from coal segment has been attributed

towards the total revenue of the company. Our company continues to perform well and exploit the available

opportunities by effectively utilizing its resources.

Rubber

Industry Outlook:-

Indian rubber industry has been growing in along with the strength and importance, as a part of India's burgeoning

role in the global economy. The global rubber market is expected to grow at a CAGR of 4.66% during the period

2017-2021.

The prospect of growth is further enhanced by a boom in the vehicle industry, improving living standards of people

and rapid over all industrialization.

Synthetic rubber is mostly used in the manufacture of tyres, besides in cycle tyres and tubes, footwear, belts and hoses,

among other items. Consumption from the automotive sector is rising. Demand from the automotive sector is rising,

and synthetic rubber finds usage in various automotive applications.

The Indian rubber consumption is mostly used in Automotive tyre sector( 50% consumption of all kind of rubber),

Bicycles tyres and rubber( 15%),Footwear( 12%),Belts and hoses: 6% & Other Products: 10%



Challenges Ahead:

The major threats which can affect the company are as follows:

?Competition from domestic and international companies.

?Cheap imports from China

Demand in the rubber industry depends on economic growth and/or infrastructure development. Any slowdown in

economic growth across region will impact the industry's fortune. With the government focus on GST, emission

norms and safety standards, the automotive industry is likely to experience significant technology advancements over

next 4-5 years.


Our Company deals in trading of synthetic rubber , during the year under review the company's revenue from

synthetic rubber was depressive as compared to Industry look. However, Company continue to strive hard despite of

challenges faced and generated revenue amounting to Rs. 549.02 Lakhs i.e. 06.07% for the financial year ended as ston 31 March, 2019.

Agro Food Products

Industry Outlook:-

Economic Survey indicated that the government was keen on doubling farmers' income by 2022, for which it has

launched several new initiatives that encompasses activities from seed to marketing. The Indian food industry is

poised for huge growth, increasing its contribution to world food trade every year due to its immense potential for

value addition, particularly within the food processing industry. The Indian food and grocery market is the world's

sixth largest, with retail contributing 70 per cent of the sales. The Indian food processing industry accounts for 32 per

cent of the country's total food market, one of the largest industries in India and is ranked fifth in terms of

production, consumption, export and expected growth. It contributes around 8.80 and 8.39 per cent of Gross Value

Added (GVA) in Manufacturing and Agriculture respectively, 13 per cent of India's exports and six per cent of total

industrial investment.

India is principally an agricultural country. Agriculture, with its allied sectors, is unquestionably the largest livelihood

provider in India. Most of the industries also depend upon the sector for their raw materials. Steady investments in

technology development, irrigation infrastructure, emphasis on modern agricultural practices and provision of

agricultural credit and subsidies are the major factors contributed to agriculture growth.

Threats

?Volatility in raw material prices

?Seasonality of crops.


Company has performed well and generated revenue of Rs. 2036.03 Lakhs (22.52%) from its Agro Products mainly

is pulses, red lentils etc. during the year under review and it indicates an increment in revenue from Agro based

segment as compared to last year revenue for the financial year 2017-18.


Prakash Goyal

Director

DIN : 02598736

Gajraj Jain


DIN: 00049199


Place : New Delhi


Business Outlook and Overview:

The company has managed to achieve profit despite of the challenging environment. Chandra Prabhu International

limited's distribution network, marketing strategy and innovation in product manufacturing distinguish it from other

player. Company believes in achieving higher level of economic productivity through diversification, technological

upgrading and innovation.

Company believes that a highly diverse, inclusive and collaborative culture is the key ingredients to fuel faster growth.

Company has maintained diversification by dealing in business of coal, synthetic rubber and agro foods and aims to

exploit the opportunities available in different sector and which provides benefit to the company.




CHANDRA PRABHU INTERNATIONAL LTD.CG REPORT

REPORT ON CORPORATE GOVERNANCE

The Corporate Governance Report, FY 2018-19, which forms a part of

Board's Report, is prepared pursuant to SEBI (Listing Obligations and

Disclosure Requirements) Regulations, 2015 (“the Listing Regulations”).

This report is for compliance with the Listing Regulations.

1. COMPANY'S PHILOSOPHY ON CODE OF

GOVERNANCE :

Effective Corporate governance practices constitute the

strong foundation on which successful commercial are built to last. Chandra Prabhu International Ltd.

believes, is concerned with principles of transparency, fairness, accountability and creation of sustainable

long term value for all its stakeholders including members, customers, partners, employees and the society

at large. Corporate Governance is crucial to the very existence of a company, as it builds trust and

confidence, which eventually leads to a more stable and sustained resource flows and long-term

partnership with its investors and other stakeholders.

The Company has a strong legacy of fair, transparent and ethical governance practices.

The Company has adopted a Code of Conduct for its employees including the Managing Director and the

Executive Directors as well as Non-Executive Directors including Independent Director.

The Company is in compliance with the requirements stipulated under regulations 17 to 27 read with

Schedule V and clauses (b) to (i) of sub-regulation (2) of regulation 46 of SEBI (Listing Obligations

and Disclosure Requirements) Regulations, 2015, as applicable, with regard to corporate governance.

2. COMPOSITION OF BOARD OF DIRECTORS:

i. The composition of the Board is in conformity with Regulation 17 of the SEBI Listing Regulations

read with Section 149 of the Companies Act, 2013. Presently, the Board of Directors of the

Company consists of Five Directors with an optimum combination of Executive, Non Executive

and Independent Directors. The Board meets regularly and is responsible for the proper direction

and management of the Company.

ii. None of the Directors on the Board hold directorships in more than ten public companies. Further

none of them is a member of more than ten committees or chairman of more than five committees

across all the public companies in which he is a Director. Necessary disclosures regarding Committee

positions in other public companies as on March 31, 2019 have been made by the Directors. As on

March 31, 2019, none of the Directors are related to each other except Mr. Gajraj Jain, Chairman

Cum Managing Director is husband of Mrs. Hemlata Jain, Woman Director of the company.

iii. Independent Directors are non-executive directors as defined under Regulation 16(1)(b) of the SEBI

Listing Regulations read with Section 149(6) of the Act along with rules framed thereunder. In terms

of Regulation 25(8) of SEBI Listing Regulations,they have confirmed that they are not aware of any

circumstance or situation which exists or may be reasonably anticipated that could impair or impact

their ability to discharge their duties. Based on the declarations received from independent



Directors, the Board of Directors has confirmed that they meet the criteria of independence as

mentioned under Regulation 16(1)(b) of the SEBI Listing Regulations and that they are independent

of the management.

iv. The dates for the board meetings are fixed after taking into account the convenience of all the

directors and sufficient notice is given to them. Detailed agenda and notes thereon are sent to all the

directors seven days in advance from the date of Board Meeting. All the information required for

decision making are incorporated in the agenda. The Chairman appraised the Board on the overall

performance of the Company at every Board Meeting. The Board reviews performance of the

Company and sets the strategy for future. The Board takes on record the actions taken by the

company on all its decisions periodically.

v. The composition of the Board, number of meetings held, attendance of the Directors at the Board

Meetings and last Annual General Meeting and number of Directorship and stChairmanship/Membership of committees in other companies as on 31 March, 2019 in respect of

each Director is given herein below:

Note:-

?No. of other Directorships indicated above is inclusive of Directorship of Private Limited companies.

?* Only Audit Committee, Stakeholders' Relationship Committee & Nomination & Remuneration

Committee is reckoned for this purpose.

?** Membership in a Committee is inclusive of Chairmanship held by the Director.


Name of Director

Category Attendance particulars Other Directorships

No. of Committee positionsheld in other public limitedcompanies*

at

Board Meetings held during 2018 -2019

At AGM held on 28th

September

2018

Chairman Member**

Held

Attended


Mr. Gajraj Jain

Promoter & Executive

9

9

NO

1

0 0


# Mr. Akash Jain

Promoter & Executive

9

7

YES

5

0 0

Directors

Mr. Prakash Goyal

Independent Non-

Executive

9

9

YES

2

1 2

$ Mr. Jagdish Jhunjhunwala

Independent Non-

Executive

9

3

NA

2

0 0

Mr. Nishant Goyal

Independent Non- Executive

9

4

YES

1

0 0

Mrs. Hemlata Jain Woman Director Promoter & Non-executive

9 8 YES0

0 0

~ Mr. Jitendra Kumar Mishra

Independent Non- Executive

9 5 NO 1 30

CG REPORT


th?$ Mr. Jagdish Jhunjhunwala, Independent Director of the company resigned from Directorship w.e.f 04

June, 2018

?~ Mr. Jitendra Kumar Mishra was appointed as Additional director (Independent) w.e.f. August 14,2018, rdfurther he was regularized as Independent Director of the company in the 33 AGM i.e. September 28,

2018.

?# Mr. Akash Jain , Joint Managing Director of the company resigned from directorship due to other pre-thoccupation w.e.f 07 February, 2019.

(B) Date and No. of Board Meetings held

th thDuring the Financial year ended March 31, 2019, the Board met 9 (Nine) times on 16 April, 2018, 29 May, 2018, th th th th th th 4 June, 2018, 14 August, 2018, 29 August, 2018, 28 September, 2018, 14 November, 2018 ,07 February,

th2019 and 06 March, 2019.

CONFIRMATION REGARDING INDEPENDENCE OF DIRECTORS

Pursuant to Regulation 149(6) & Regulation 16 (1)(b) of SEBI (LODR) 2015, declaration of independence submitted

by Independent Directors, The Board of the Company confirms that all the Independent Director fulfill the

conditions specified in listing Regulation and are Independent of the

Management.

3. COMMITTEES OF THE BOARD

I. AUDIT COMMITTEE:

(A) The Audit Committee of the company consisted of two

Non-Executive Independent Directors and one whole Time

director. The Chairman of the committee is an independent Director having financial and accounting

knowledge. The Senior Management team i.e. Managing Director, the Head of Internal Audit and the

representative of the statutory auditors are invited for the meetings of the Audit Committee.

The Auditors of the Company are invited to participate in the meetings of Audit Committee wherever necessary.

There was change in the composition of Audit Committee during the Financial Year 2018-19.

Mr. Jagdish Jhunjhunwala resigned from Directorship w.e.f June 04, 2018 and subsequently ceased to be the member thof Audit Committee and the board has reconstituted the Audit Committee on 14 August, 2018 and Mr. Jitendra

Kumar Mishra has been appointed in place of Mr. Jagdish Jhunjhunwala as the member of Audit Committee.

Thereafter, Mr. Akash Jain ceased to be the member of Audit Committee and the Board has reconstituted the Audit thCommittee on 07 February, 2019 and Mr. Gajraj Jain was appointed in place of Mr. Akash Jain. Further the

reconstituted Audit Committee comprises of the following:-

(A) Meeting / Attendance

stDuring the financial year ended 31 March 2019 the Audit Committee of the company met four th thtimes. The dates of the meetings were 29 May, 2018, 14 August, 2018, 14th November, 2018 and

th07 February, 2019.


Name of Director Designation Mr. Prakash Goyal Chairman Mr. Gajraj Jain Member Mr. Jitendra Kumar Mishra Member

CG REPORT


* Mr. Jagdish Jhunjhunuwala resigned from membership of Audit Committee w.e.f June 04, 2018.

** Mr. Jitendra Kumar Mishra has been appointed in place of Mr. Jagdish Jhunjhunwala as the member of Audit

Committee w.e.f. August 14, 2018.

*** Mr. Akash Jain ceased to be the member of Audit Committee and the Board has reconstituted the Audit thCommittee on 07 February, 2019

th**** Mr. Gajraj Jain was appointed as a member of Audit Committee in place of Mr. Akash Jain w.e.f. 07

February, 2019.

The requisite quorum was present at all meetings.

The Company Secretary functions as the Secretary of the Committee.

The Minutes of the Meetings of the Audit Committee are discussed and taken note of by the Board of

Directors.

rdThe Chairman of the Audit Committee was present at the 33 Annual General Meeting of the Company held on thSeptember 28 , 2018 to answer member queries.

(A) Terms of Reference:

In accordance with Section 177(1) of the Companies Act, 2013 and as per the requirements of SEBI

(Listing Obligations & Disclosure Requirements) Regulations, 2015, the Board of director have approved

terms of reference for the Audit Committee and thereupon the revised terms of reference of the Audit

Committee are in conformity with the required Regulation 18 of SEBI (Listing Obligations & Disclosure

Requirements) Regulations, 2015 and Section 177(1) of the Companies Act, 2013. Further the Audit Committee

has been granted powers as prescribed under Regulation 18(2) of SEBI (Listing Obligations & Disclosure

Requirements) Regulations, 2015.

Extract of Terms of Reference:-

a) Review of financial reporting process.

b) Reviewing with the management, the annual financial statements and auditors' report thereon

before submission to the board for approval.

c) Evaluation of internal financial controls and risk management systems.

d) Recommendation for appointment, remuneration and terms of appointment of auditors of

the Company.e) Approve policies in relation to the implementation of the Insider Trading Code and to supervise

implementation of the same.


Name of the Director

Designation

Attendence at Committee Meeting

Held

Attended

Mr. Prakash Goyal Chairman 4 4

Mr. Jitendra Kumar Mishra** Member 4 3

Mr. Akash Jain*** Member 4 3

Mr. Jagdish Jhunjhunwala* Member 4 1

Mr. Gajraj Jain**** Member 4 1

CG REPORT


II. NOMINATION AND REMUNERATION COMMITTEE

The Company through its Board of Directors has constituted Nomination

and Remuneration Committee (hereinafter referred as “NRC”) in terms of

Regulation 19 (1) of the Listing Regulations. The terms of reference of NRC

include the matters specified under Regulation 19 (4) the Listing Regulations as

well as in Section 178 of the Act.

(A) The Remuneration Committee consists of three non-

executive Independent Directors during the financial year 2018-19 . There was change in the

composition of Nomination and Remuneration Committee during the Financial Year 2018-19.

Mr. Jagdish Jhunjhunuwala resigned from Directorship w.e.f June 04, 2018, and

subsequently ceased to be the member of NRC Committee and the board has reconstituted ththe NRC Committee on 14 August, 2018 and Mr. Jitendra Kumar Mishra has been

appointed in place of Mr. Jagdish Jhunjhunwala as the member of Nomination and thRemuneration Committee w.e.f. 14 August, 2018.

At present, the composition of the Nomination and remuneration committee is as under :

(B) Meeting / Attendance

stDuring the financial year ended 31 March, 2019 the Nomination and Remuneration Committee of th ththe company met four times. The dates of the meetings were 29 May, 2018, 14 August, 2018, 14th

thNovember, 2018 and 07 February, 2019.

The Attendance of Nomination and Remuneration Committee is as follows:-

* Mr. Jagdish Jhunjhunuwala resigned from membership of NRC Committee w.e.f June 04, 2018.

** Mr. Jitendra Kumar Mishra has been appointed as the member of NRC Committee in place of Mr. Jagdish

Jhunjhunwala.


Name of Director Designation

Mr. Prakash Goyal Chairman

Mr. Nishant Goyal Member

Mr. Jitendra Kumar Mishra Member

Name of the Director Designation Attendance at Committee Meeting

Held Attended

Mr. Prakash Goyal Chairman 4 4

Mr. Jitendra Kumar Mishra** Member 4 3

Mr. Jagdish Jhunjhunwala* Member 4 1

Mr. Nishant Goyal Member 4 4

CG REPORT


(C) Terms of Reference:

The terms of reference of the Remuneration Committee includes fixation of salary,

perquisites etc. of Managing/Executive Directors and for recommending the amount of

commission payable to Executive Directors.

The broad terms of reference of the nomination and remuneration committee are as under:

a) Formulation of the criteria for determining qualifications, positive attributes and independence of a

director and recommend to the Board a policy, relating to the remuneration of the directors, key

managerial personnel and other employees;

b) Formulation of criteria for evaluation of Independent Directors and the Board;

c) Devising a policy on Board diversity;

d) Identifying persons who are qualified to become directors and who may be appointed in senior

management in accordance with the criteria laid down, and recommend to the Board their

appointment and removal. The company shall disclose the remuneration policy and the evaluation

criteria in its Annual Report.

The nomination and remuneration committee of the Company is constituted in line with the provisions of

Regulation 19 of SEBI Listing Regulations, read with Section 178 of the Companies Act, 2013.

(D) Directors Remuneration:

Details of remunerations paid to the Directors are also given in MGT-9 Annexure III to Board's

report.

The remuneration paid to the Managing Director was duly recommended by the NRC and approved by the Board of

Directors. The following are the details of the remuneration paid to Managing/Executive Directors during the

Financial Year under discussion:

Note : *Mr. Gajraj Jain has drawn Nil salary during FY 2018-19

Non Executive Directors of the company were not paid any remuneration during the year under review, however

sitting fees was paid to Independent Director.

As per Regulation 19(3) of the Listing Regulations, the Chairman of the NRC shall be present at the Annual General

Meeting (AGM) to answer shareholders' queries. Mr. Prakash Goyal, the Chairman of the NRC has attended the

Annual General Meeting of the Company held on September 28, 2018, to answer the queries of the shareholders.

The Company Secretary functions as the Secretary of the Committee.

The NRC reviews the remuneration payable to the MD/WTD/KMP and Commission payable to the Non-

Executive Directors and recommends it to the Board.

The NRC has formulated a Policy on Appointment, Training, Evaluation and Remuneration of Directors and Senior

Management Personnel (SMP).


Name of the Director Designation Remuneration (Rs.) Perquisites

Mr. Gajraj Jain Chairman Cum Managing Director

NIL NIL

Mr. Akash Jain Joint Managing Director st9,00.000/- upto 31

December 2018

NIL

CG REPORT


(E) Performance Evaluation Criteria for Independent Directors:

The performance evaluation criteria for independent directors are determined by the Nomination

and Remuneration Committee. An indicative list of factors that were evaluated include participation

and contribution by a director, commitment, effective deployment of knowledge and expertise,

effective management of relationship with stakeholders, integrity and maintenance of confidentiality

and independence of behavior and judgment.

III. STAKEHOLDERS RELATIONSHIP COMMITTEE

(A) Pursuant to Regulation 20 of SEBI (LODR) Regulation,

2015, the Stakeholders Relationship Committee(hereinafter

referred as “SRC Committee”) shall consist of a chairperson

who shall be a Non-Executive Director and other members

of the committee shall be as decided by the Board .

During the year 2018-19, there was change in the

composition of Stakeholders Relationship Committee. Mr. Akash Jain ceased to be the member of

SRC Committee w.e.f February 07, 2019 .

Thereafter the committee was reconstituted on February 07, 2019 and Mr. Gajraj Jain was appointed

as the member of SRC Committee in place of Mr. Akash Jain w.e.f February 07, 2019.

The composition of Reconstituted Committee is as under :-

(B) Meeting / Attendance

thThe Stakeholders Relationship committee met four times during the Financial Year on 29 May, th th2018, 14 August, 2018, 14th November, 2018 and 07 February, 2019 to take note of non receipt

and/or unclaimed dividend during the year by the Company, share transfer and demat / remat

requests. All the members of the committee were present in these meetings.


Name of Director Designation Mr. Nishant Goyal Chairman Mr. Prakash Goyal Member Mr. Gajraj Jain Member

Name of the Director Designation Attendance at Committee Meeting

Held Attended

Mr. Nishant Goyal Chairman 4 4

Mr. Prakash Goyal Member 4 4

Mr. Akash Jain* Member 4 3

Mr. Gajraj Jain** Member 4 1

CG REPORT


* Mr. Akash Jain ceased to be the member of SRC Committee and the Board has reconstituted the SRC thCommittee on 07 February, 2019

th** Mr. Gajraj Jain was appointed as a member of SRC Committee in place of Mr. Akash Jain w.e.f. 07

February, 2019.

(C) Terms of Reference:-

The Committee reviews and deals with the complaints and queries received from the investors. This

committee also consider and resolve security holder related matters i.e, consider and approve issue of share

certificates (including issue of renewed and duplicate share certificates), transfer and transmission of

securities, etc.

The SRC is constituted in line with the provisions of SEBI (Listing Obligations And Disclosure

Requirement) Regulations, 2015 read with section 178 of the Companies Act, 2013.

The Committee deals with the following matters:

?Noting of transfer/transmission of shares.

?Review of dematerialized /rematerialised shares and all other related matters.

?Monitors expeditious redressal of Investor grievance matters received from Stock Exchanges, SEBI,

ROC, etc.

?Monitors redressal of queries/complaints received from members relating to transfers, non-receipt of

annual report, dividend, demat/remat requests.

?All other matters related to shares/debentures.

The Stakeholder’s Relationship committee met during financial year 2018-19 to take note of non receipt and/or

unclaimed dividend during the year by the Company, share transfer and demat / remat requests. All the members of

the committee were present in these both meetings.

All requests received for Share Transfer during the year were given effect within stipulated time. The total number of

complaints received and replied to the satisfaction of shareholders during the year under review was NIL. stOutstanding complaints as on 31 March, 2019 were NIL.

Mrs. Mansi Mehta, Company Secretary& Compliance Officer has been designated as compliance officer to monitor

the share transfer process and liaison with the regulatory authorities.

4. INDEPENDENT DIRECTORS MEETING:

As per Regulation 17(1) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015,as

well as pursuant to Section 149(8) of the Companies Act, 2013 read with Schedule IV and in accordance

with the Policy on Appointment, Training, Evaluation and Remuneration of Directors and Senior thManagement Personnel, the Independent Directors have, at their meeting held on 06 March, 2019.


CG REPORT


(a) Reviewed the performance of Non-Independent Directors and the Board as a whole;

(b) Reviewed the performance of the Chairperson taking into account the views of Executive Directors

(EDs) and

Non Executive Directors (NEDs) and

(c) Assessed the quality, quantity and timelines of flow of information between the Company

Management and the Board

5. DETAILS ON GENERAL BODY MEETINGS

(A) The last three Annual General Meetings of the company were as follows:-

(B) Extra-Ordinary General Meeting:- N.A]

(C) Special Resolution:-N.A

(D) Postal Ballot: :-

During the year under review, the Company has not passed any resolution through Postal Ballot in accordance to the

procedure prescribed in Section 110 of the Companies Act, 2013 Act read with the Companies (Management and

Administration) Rules, 2014.

Procedure of Postal Ballot:

i. Appointment of Scrutinizer who is not in the employment of the Company.

ii. Notice of postal ballot along with the explanatory statement to shareholders by following

modes:

a. By registered post or speed post or,

b. Through electronic means like registered email id or,

c. Through courier service for facilitating the communication of the assent or dissent of the

shareholder to the resolution within period of (30) thirty days.

iii. Advertisement in one English newspaper and in one vernacular language newspaper in the principal

vernacular language of the district in which the registered office of the company is situated.

iv. Notice should also be placed on the website of the Company.

v. Declaration of results by the Scrutinizer after following due process.

Proposed Postal Ballot:

The Company does not have any plans to pass any resolution through postal ballot.


Name Date & Time Venue 33rd Annual General Meeting 28th September, 2018 & 10:00AM Madhu Farm House, Jain Colony,

Near Balajee Properties, Thane Vala Road, Bhalswa Dairy, New Delhi-110055

32nd

Annual General Meeting

16th September, 2017 & 9.30AM

Rana Apartment, Plot No. 547, Gali No. 2,Kapashera, Bijwasan Road, New Delhi-110037

31st Annual General Meeting 24th September, 2016 & 10.00AM 3rd Floor, 14 Rani Jhansi Road, New Delhi-110055

CG REPORT



6. MEANS OF COMMUNICATION:

The means of communication between the Company and the shareholders are transparent and investor

friendly. The Annual, Half yearly and Quarterly results are submitted to the Stock Exchange in accordance

with SEBI (LODR) 2015 and the same are published regularly in the newspapers i.e. Financial Express

(English) and Hari Bhoomi (Hindi) and also updated on the Website of the Company. All price

sensitive information is intimated at the earliest to the Stock Exchanges. Management discussions and

Analysis forms part of Annual Report, which is posted to the Shareholders of the Company.

Website -The company’s website www.cpil.com contains as exclusive head “Investor Relationship” where

shareholders information in available.

7. GENERAL SHAREHOLDER INFORMATION:I Date, Time & Venue of AGM The 34 th Annual General Meeting of the Members of the Company is

Scheduled to be held on Saturday , the 28th day of September, 2019 at 10:00 A.M. at Satvik by Chabra Farms, Pushpanjali Farms, G-1, Dwarka Link Road, Near Tivoli, Bijwasan, New Delhi-110037

II

Financial Calendar

Financial Year

April 01, 2019

to March 31, 2020

First Quarter Results

By 8th August, 2019

Second Quarter Results

By 10th

of November, 2019

Third Quarter Results

By 11th

of February, 2020

Fourth Quarter & Annual Year Ended March, 31, 2019

By 30th

of May, 2020

III

Book Closure

rd The register of Member will remain closed for transfer from 23 Day of September, 2019 (Monday ) till 28th

Day of September, 2019(Saturday)

IV

Listing

st The Company’s Share are listed and traded on Bombay Stock Exchange 1Floor, New Trading Ring, Rotunda Building, P J Towers, Dalal Street, Fort, Mumbai-

400 001)

V

Stock Code

530309(BSE)

ISIN No.(Demat No.)

NSDL & CDSL

INE 368D01017

VII

Registrar and Share Transfer Agents:

Alankit Assignment Ltd. 4E/02, Jhandewalan Extension, New Delhi- 110055Ph: 011–

42541234/23541234

Fax: 011-

23552001

E-mail: [email protected]

Website: www.alankit.com

VIII

Dividend Payment Date

(for the financial year 2018-19)

The Final Dividend

as recommended by the Board of Directors for FY 2018-19,

if approved at Annual General Meeting, the payment of such dividend will be made on or before Saturday, October 26, 2019 as under:

i. to all Beneficial Owners in respect of shares held in dematerialized form as per the data as may be made available by the National Securities Depository Limited (NSDL) and the Central Depository Services (India) Limited (CDSL) as of the close of business hours Saturday, September 21, 2019;

ii. to all Members in respect of shares held in physical form after giving effect to valid transmission or transposition requests lodged with the Company as of the close of business hours on Saturday, September 21, 2019;

CG REPORT



IX. Market Price Data:

During the financial year under review, High/ Low prices of the equity shares of the Company on the

Stock Exchange, Mumbai during each month is as follows:

(X) SHARE TRANSFER SYSTEM

Trading in equity shares of the Company through recognized stock exchanges can be done only in

dematerialized form. Share Transfer, Transmission and Duplicate issue of Shares in physical form are

normally effected within a period of 15 days, 21 days (7 days if the transmission is in de-mat form) and 30

days respectively if receipt of documents complete in all respects.

The Company obtains a half-yearly certificate from Practicing Company Secretaries as per the requirement

of Regulation 40 (9) of Listing Regulations and the same is filed with the Stock Exchanges and is available

on the website of the Company.

In terms of requirements to amendments to Regulation 40 of Listing Regulations w.e.f March 31, 2019,

transfer of securities in physical form shall not be processed unless the securities are held in the

dematerialized form with a depository.

The Company has appointed Alankit Assignments Limited as its Registrar and Share Transfer Agent

(RTA). All share transfer and related operations are conducted by RTA which is registered with the SEBI.

The RTA has adequate infrastructure to serve the shareholders and process the share transfer.

thWith respect to SEBI Circular LIST/COMP/15/2018-19 dated 5 July, 2018 i.e the transfer and

transposition of securities shall be processed only in the dematerialized form with effect from April 1, 2019.

Month High (Rs.) Low (Rs.)

April, 2018 23.90 17.20

May, 2018 21.25 18.25

June, 2018 21.00 19.00

July, 2018 21.00 19.00

August, 2018 21.65 18.00

September, 2018 20.85 17.70

October, 2018 19.85 16.00

November, 2018 20.90 18.00

December, 2018 19.90 17.10

January, 2019 19.00 14.65

February, 2019 16.15 14.60

March, 2019 15.30 13.28

CG REPORT


During the year under review, your company has complied with the requirement of SEBI Circular dated April 20, 2018 i.e

Strengthening Guidelines issued by the SEBI. Accordingly, the Shareholder of the Company were sent the letter to update

their KYC and bank details.

(XI) Distribution of Share holding :

st(A) Distribution of Share holding as on 31 March, 2019

st(B) Shareholding Pattern as on 31 March, 2019 :

Those shareholders who wish to know more about the same may contact the company's Registrar and Share Transfer Agent or Share

Department of the company.

(XII) DEMAT

stAs on 31 March, 2019 36,11,594 Equity Shares of the Company have been dematerialized representing

97.663 % of the total Paid up Equity Share Capital.

(XIII) The Company has not issued any GDRs/ADRs/ warrants or any Convertible Instruments.


No. of Shares held Shareholders No. of Shares Number % to Total Shares % to Total

Upto 5000 1201 75.392 2004380 5.42

5001 – 10000 179 11.237 1558040 4.213 10001 – 20000 103 6.466 1604840 4.34 20001 – 30000 37 2.323 937620 2.535 30001 – 40000 18 1.13 631240 1.707 40001 – 50000 13 0.816 620660 1.68

50001 – 100000 19 1.193 1469060 3.973

100000 and above 23 1.444 28154160 76.133

Total 1593 100 3698000 100

Categories No. of Shares % of Shareholding Indian Promoters 2336485

Persons Acting in Concert - Institutional Investors - Corporate Bodies 52532 Indian Public 1305483

Non Resident Indians. 3500 Total 3698000

63.182

- -

1.421 35.302

0.095 100

CG REPORT


(XIV) CODE OF CONDUCT

The Board has laid down a code of conduct for all board members and senior management of the

company. All the board members and senior management personnel have affirmed compliance with stthe code for the financial year ended 31 March, 2019. A declaration to this effect for part of the

report.

(XV) Address for correspondence :

Shareholder Correspondence may be addressed to:

8. DISCLOSURES:

I. RELATED PARTY TRANSACTION:

There have been no materially significant related party transactions with the company's promoters,

directors, the management, their subsidiaries or relatives which may have potential conflict with the

interests of the company at large. The necessary disclosures regarding related party transactions are

given in the notes to accounts. The Company has also formulated a policy on dealing with the Related

Party Transactions and necessary approval of the audit committee and Board of directors were taken

wherever required in accordance with the Policy.

II. COMPLIANCES:

DETAILS OF NON-COMPLIANCE BY THE COMPANY, PENALTIES, STRICTURES

IMPOSED ON THE COMPANY BY STOCK EXCHANGE(S) OR SECURITIES AND

EXCHANGE BOARD OF INDIA (SEBI) OR ANY OTHER STATUTORY AUTHORITY

OR ANY MATTERS RELATED TO CAPITAL MARKETS.

There were no penalties, strictures imposed on the company by the Stock Exchange or SEBI or any

Statutory Authority or any matter related to Capital Market during the last three years.

III. WHISTLE BLOWER POLICY (VIGIL MECHANISM):

The Company has adopted a whistle blower policy and has established the necessary vigil mechanism

for employees and directors to report concerns about unethical behavior. No person has been denied

access to the chairman of the audit committee. The said policy has been also put up on the website of

the company.


Registered Office :

Secretarial Department Chandra Prabhu International Ltd. 14, Rani Jhansi Road, New Delhi 110 055 Ph: 011-43012349 Fax: 011 23553698 E- [email protected] : [email protected],

OR

Registrar & Transfer Agent : Alankit Assignment Ltd. 4E/2, Jhandewalan Extension, New Delhi- 110 055 Ph : 011– 42541234/23541234 Fax: 011- 23552001 E-mail: [email protected]

CG REPORT


IV. DETAILS OF COMPLIANCE WITH MANDATORY REQUIREMENT

As per Regulation 5 of SEBI (LODR) Regulations, 2015 mandates the company to obtain a certificate

from either the auditors or Practicing Company Secretaries regarding compliance of conditions of

Corporate Governance as stipulated in the said Clause and annex the certificate so obtained with the

Directors' Report. The Company has obtained a certificate from its statutory Auditors to this effect

and the same are annexed to the Directors' Report.

V. DISCLOSURE OF ACCOUNTING TREATMENT

The company has followed the Indian Accounting standards specified under Section 133of the

Companies Act 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014, to the extent

applicable, in the preparation of the financial statements.

VI. DISCLOSURE OF RISK MANAGEMENT

The Company has laid down procedures to inform Board members about the risk assessment and

minimization procedures. These procedures are periodically reviewed to ensure that executive

management controls risks through means of a properly defined framework.

VII. OTHER DISCLOSURES

?CODE OF PRACTICE AND PROCEDURE AS

REQUIRED UNDER SECURITIES AND

EXCHANGE BOARD OF INDIA (PROHIBITION

OF INSIDER TRADING)

REGULATIONS, 2015

In terms of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 as

amended from time to time, the Code of practice and procedure for fair disclosures of unpublished price

sensitive information and code of conduct to regulate, monitor and report trading by its employees and

other connected persons is approved by Board of Directors of the Company.

The Company had adopted a “Code of Conduct for insider trading” in accordance with the SEBI

(Prohibition of Insider Trading) Regulations, 2015 on April 1, 2019. The code is applicable to promoters

and promoter's Group, all Directors and such Designated Employees who are expected to have access to

unpublished price sensitive information relating to the Company. The Company Secretary is the

Compliance Officer for monitoring adherence to the said regulation. The Company has also formulated

The code of Practices and procedures for fair disclosure of Unpublished Price Sensitive Information' in

compliance with SEBI (Prohibition of Insider Trading) Regulations, 2015 and this code is displayed on the

Company's website viz., www.cpil.com.

?FAMILIARISATION PROGRAMME FOR BOARD MEMBERS

The Board members are provided with necessary documents, reports to enable them to familiarise with

Company's procedures, its mission and vision, etc. Periodic presentation at Board/Committee meetings

are made on business and performance of the Company. The details of such familiarisation programmes

for independent directors. At the time of appointing a Director, a formal letter of appointment is given to

him, which inter alia explains the role, function, duties and responsibilities expected from him as a Director

of the Company. The director is also explained in detail the Compliance required from him under


CG REPORT


Companies Act, 2013, the Listing Regulations and other various statutes and an affirmation is obtained in

this regard. The Chairman and Managing Director also have a one to one discussion with the newly

appointed Director to familiarize him with the Company's operations. Further, on an ongoing basis as a

part of Agenda of Board/ Committee meetings, presentations are regularly made to the Independent

Directors on various matters inter-alia covering the Company's and associates businesses and operations,

industry and regulatory updates, strategy, finance, risk management framework, role, rights,

responsibilities of the Independent Directors under various statutes and other relevant matters. The

details of the familiarization programme for directors are available on the Company's weblink viz.,

www.cpil.com

?PECUNIARY RELATIONSHIP OR TRANSACTIONS OF THE NON-EXECUTIVE

DIRECTORS AND DISCLOSURES ON THE REMUNERATION OF THE DIRECTORS

All pecuniary relationship or transactions of the Non-Executive Directors vis-a-vis the Company, along

with criteria for such payments and disclosures on the remuneration of the Directors along with their

shareholding are disclosed in Form MGT-9 which forms a part of this Report.

?INTER SE RELATIONSHIPS BETWEEN DIRECTORS

There has been no inter se relationship between directors during the Financial Year 2018-19 except Mr.

Gajraj Jain, Chairman Cum Managing Director of the company who is father of Mr. Akash Jain(who

resigned from directorship w.e.f. February 07,2019) and husband of Mrs. Hemlata Jain .

thMr. Akash Jain has however resigned as the Director of the company w.e.f , 07 February, 2019.

?FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

Pursuant to the Code of conduct for Independent Directors specified under the Companies Act 2013 and

as per regulation of Stock Exchanges, the Company has framed a familiarisation programme for all its

independent Directors to familiarize them on their roles, rights and responsibilities in the Company ,the

nature of the industry in which the company operates and its business model.

?SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which would impact the going

concern status of the Company and its future operations.

There were no penalties, strictures imposed on the company by the Stock Exchange or SEBI or any

Statutory Authority or any matter related to Capital Market during the last three years.

?OUTSTANDING GDRS/ ADRS/ WARRANTS OR ANY CONVERTIBLE INSTRUMENTS

As of March 31, 2019, the Company does not have any outstanding convertible instruments, which are

likely to have an impact on the equity of the Company.


CG REPORT


?RECOMMENDATIONS OF COMMITTEES OF THE BOARD

There were no instances during the financial year 2018-19, wherein the Board had not accepted

recommendations made by any committee of the Board.

?POLICY FOR DETERMINING MATERIAL SUBSIDIARIES

Pursuant to Regulation 16(1) (c) of the Listing Regulations, the Company has formulated a policy for

determining a “material” subsidiary, the details of which is available on the website of the Company at

www.cpil.com.

?CEO/CFO CERTIFICATE

In terms of regulation 17(8) of the Listing Regulations, the Managing Director and CEO and the CFO

made a certification to the board of Directors in the prescribed format for the year at the review, which has

been reviewed by the audit Committee and taken on record by the Board. The same is attached as

Annexure VI.

?CERTIFICATE ON CORPORATE GOVERNANCE

Certificate from M/s Mittal Garg Gupta & Co., Practicing Chartered Accountants, confirming

compliances with the conditions of Corporate Governance as stipulated under the Listing Regulations

attached as Annexure VII.

?CERTIFICATE FROM PRACTICING COMPANY SECRETARY

Certificate as required pursuant to Regulation 34(3) and Schedule V Para C Clause 10(i) of the SEBI

(Listing Obligation and Disclosure Requirements) Regulations, 2015 , received from Mr. Krishna Kumar

Singh, Proprietor of M/s KKS and Associates, Practicing Company Secretary that none of the

Directors on the Board of the Company have been debarred or disqualified from being appointed or

continuing as directors of the Company by the Securities and Exchange Board of India/ Ministry of

Corporate Affairs or any such statutory authority. Certificate For Non- Disqualification Of Directors as

Attached as Annexure VIII.

?CHART SETTING OUT THE SKILLS / EXPERTISE / COMPETENCIES OF THE BOARD

OF DIRECTORS

The Board of Directors along with Nomination & Remuneration Committee(NRC), identifies the right

candidate with right qualities, skills and practical expertise/competencies required for the effective

functioning of individual member to possess and also the Board as a whole. The Committee focuses on the

qualification and expertise of the person, the positive attributes, standard of integrity, ethical behavior,

independent judgement of the person in selecting a new Board member. In addition to the above, incase of

independent directors, the Committee shall satisfy itself with regard to the independence of the directors

to enable the Board to discharge its functions and duties effectively. The same are in line with the relevant

provisions of the Listing Regulations. The NRC has identified the following core skills, expertise and

competenceies for the effective functioning of the Company which is currently available with the Board:-


CG REPORT


a) Finance & Accounting Competence

(Exposure in handling financial management of a large organization along with understanding financial

statements)

b) Leadership quality in running Large Enterprises

(Expertise in Leading well-governed Large Organisation with an understanding of organizational

Structure and its environment, risk management and emerging Local & global trends)

c) Understanding use of latest technology in trading of rubber, coal and agro product sector:-

(Understanding the use of latest technology across trading sector and ability to anticipate technology

driven changes and disruption impacting the business)

d) Expertise in understanding of changing regulatory framework

(Expertise in handling large public companies with high governance standard and understanding of

changing regulatory framework)

e) Exposure in setting the business Strategies

(Ability to build up Long term Business strategies to bring growth in business consistently, profitability,

competitively and in a sustainable manner in a diverse business environments and changing economic

conditions)

?UN-MODIFIED OPINION IN AUDITORS REPORT

During the current financial year, there are no audit qualifications in the

financial statements of the Company. The Company continues to adopt

appropriate best practices in order to ensure unqualified financial

statements.

?AUDITORS' REMUNERATION

The total fees for all services paid by Company and its subsidiaries, on a consolidated basis, to the statutory

auditors and all entities in the network firm/ network entity of which the statutory auditor is a part of are as

follows:

?UTILIZATION OF FUNDS RAISED THROUGH PREFERENTIAL ALLOTMENT OR

QUALIFIED INSTITUTIONAL PLACEMENT

During the year under review, the Company has not raised any proceeds by way of preferential issue or

qualified institutional placement.


Particulars Name of Statutory Auditor Amount (In Lakhs) A.Payment to Statutory Auditors Mittal Garg Gupta & Co.,Chartered

Accountants Rs. 2.16 lakhs

Payment to Statutory Auditors of Subsidiary R Tayal & Associates Rs. 0.28 lakhs Total Rs. 2.44 lakhs B.Payment to all the entities in the Statutory Auditors network firms

NA

Total(A+B) 2.44 Lakhs

NA

CG REPORT


?DISCLOSURE OF COMMODITY PRICE RISKS AND COMMODITY HEDGING

ACTIVITIES

During the year under review, the Company doesnot possess any commodity price risks and commodity

Hedging activities.

?COMPLIANCES OF NON–MANDATORY & DISCRETIONARY REQUIREMENTS AS

PER SCHEDULE II PART E OF THE SEBI LISTING REGULATIONS

The quarterly and half yearly financial performance are published in the newspaper and are also posted on

the website of the Company and hence, not being sent to the Shareholders.

The internal auditor of the Company makes presentation to Audit Committee on their reports.

The Company Financial Statements for the year 2018-19 does not contain any audit qualification. The

Company's audited Financial Statements are accompanied with unmodified opinion from Statutory

Auditor of the Company.

ROLE OF THE COMPANY SECRETARY IN OVERALL GOVERNANCE PROCESS

The Company Secretary plays a key role in ensuring that the Board (including committees thereof) procedures are

followed and regularly reviewed. The Company Secretary ensures that all relevant information, details and

documents are made available to the Directors and senior management for effective decision-making at the meetings.

The Company Secretary is primarily responsible to assist and advise the Board in the conduct of affairs of the

Company, to ensure compliance with applicable statutory requirements and applicable Secretarial Standards, to

provide guidance to directors and to facilitate convening of meetings. The Company Secretary acts as the Secretary to

all the Committees of the Board constituted under the Companies Act, Companies Act, 2013. She is also designated

as Compliance Officer.

Declaration-Code of Conduct

In accordance with the regulation 26(3) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 stall the Board members and senior management personnel for the financial year ended 31 March, 2019 affirmed

compliance with the code of conduct laid down by the Board of Directors for them.

For Chandra Prabhu International Limited

Gajraj Jain


DIN: 00049199

By order of the Board of Directors



Place : New Delhi

Date : August 28, 2019Gajraj Jain


DIN: 00049199


L51909DL1984PLC019441

Registered Office: 14, Rani Jhansi Road, New Delhi-110055

Phone: 91-11-2351656, Fax : 91-11-23553698

Email: [email protected]; [email protected]; Website: www.cpil.com

CG REPORT


ANNEXURE-VI

CEO/CFO CERTIFICATION TO THE BOARD

{Under Regulation 17(8) of SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015}

To,

The Board of Directors


I have reviewed financial statements and the cash flow statement for the financial year ended 31st March, 2019,

and that to the best of my knowledge and belief:

(a) (i) these statements do not contain any materially untrue statement or omit any material fact or contain

statements that might be misleading;

(ii) these statements together present a true and fair view of the company's affairs and are in compliance

with existing accounting standards, applicable laws and regulations.

(b) There are, to the best of their knowledge and belief, no transactions entered into by the company during

the year which are fraudulent, illegal or violative of the company's code of conduct.

(c) They accept responsibility for establishing and maintaining internal controls for financial reporting and

that they have evaluated the effectiveness of internal control systems of the company pertaining to

financial reporting and they have disclosed to the auditors and the Audit Committee, deficiencies in the

design or operation of such internal controls, if any, of which they are aware and the steps they have taken

or propose to take to rectify these deficiencies.

(d) They have indicated to the auditors and the Audit committee

(i) significant changes in internal control over financial reporting during the year;

(ii) significant changes in accounting policies during the year and that the same have been disclosed in the

notes to the financial statements; and

(iii) instances of significant fraud of which they have become aware and the involvement therein, if any,

of the management or an employee having a significant role in the company's internal control system

over financial reporting.

For Chandra Prabhu International Limited



Amar Singh

Chief Financial Officer

Place : New Delhi


Gajraj Jain


DIN: 00049199

CG REPORT


ANNEXURE-VII

AUDITORS' CERTIFICATE ON CORPORATE GOVERNANCE

To,

The Members of Chandra Prabhu International Ltd.

We have examined the compliance of Corporate Governance by Chandra Prabhu International Limited (the

Company) for the year ended on March 31, 2019 as stipulated in :-

?Regulation 23(4) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI

Listing Regulations) for the period April 1, 2018 to March 31, 2019 and

?Regulations 17 to 27 (excluding regulation 23 (4) and clauses (b) to (i) of regulation 46 (2) and paragraphs

C, D and E of Schedule V of the SEBI Listing Regulations for the period April 1, 2018 to March 31, 2019.

The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination

was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the

conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements

of the Company.

In our opinion and to the best of our information and according to the explanations given to us and the

representation made by the Directors and the management, we certify that the company has complied with the

conditions of corporate governance as stipulated in SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015 (SEBI Listing Regulations) entered by the Company with the stock exchange.

We state that no shareholder grievance is pending for a period exceeding one month against the company as per the

records maintained by the Shareholder's Grievance Committee.

We further state that such compliance is neither an assurance as to further viability of the Company nor the efficiency

or effectiveness with which the management has conducted the affairs of the Company.

For M/s Mittal Garg Gupta & Co.

Chartered Accountants

FRN 016591N

CA Sanjay Gupta

Partner

M. No. 093321


Place : New Delhi


CG REPORT


ANNEXURE-VIII

CERTIFICATE FOR NON- DISQUALIFICATION OF DIRECTORS

(PURSUANT TO REGULATION 34(3) AND SCHEDULE V PARA C CLAUSE 10(I) OF THE SEBI

(LISTING OBLIGATION AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

TO,

THE MEMBERS,


I have examined the relevant registers, records, forms, returns and disclosures received from the directors of M/s.

Chandra Prabhu International Ltd. having CIN: and having registered office at no.

14, Rani Jhansi Road,, New Delhi 110055 (hereinafter called the company) produced before me by the company for

the purpose of issuing the certificate, in accordance with Regulation 34(3) read with schedule V para C Sub Clause 10

(i) of the SEBI (Listing Obligation And Disclosure Requirements) Regulations, 2015.

In my opinion and to the best of my information and according to the verification (including director identification

number (DIN) status at the portal www. mca. gov.in) as considered necessary and explanations furnished to me by the

company & its officers. I hereby certify that none of the directors on the board of the company as stated below for stthe financial year ending on 31 march, 2019 has been debarred or disqualified from being appointed or continuing as

directors of companies by the securities and exchange board of india, ministry of corporate affairs or any such other

statutory authority.

*Mr. Akash Jain, Joint Management Director resigned from directorship w.e.f 07 February 2019. He was not

disqualified during his term.

Our verification of the information relating to the directors available in the official web site of MCA. Our verification

of the disclosures/ declarations/ confirmations provided by the said directors to the company and other relevant

information, explanation and representations provided by the company, its officers and agents.

L51909DL1984PLC019441


Sr. No.

Name of director

Din

Designation

1. Mr. Gajraj Jain 00049199 Chairman Cum Managing Director

2. Mr. Akash Jain* 00049303 Joint Managing Director

3. Mrs. Hemlata Jain 00049212 Woman Director

4. Mr. Nishant Goyal 06541748 Independent Director

5. Mr. Prakash Goyal 02598736 Independent Director

6. Mr. Jitendra Kumar Mishra 07983426 Independent Director

CG REPORT


We wish to state that the management of the company is responsible to ensure the eligibility of a person for

appointment/ continuation as a director on the board of the company. Our responsibility is to express an opinion on

these based on our verification. This certificate is neither an assurance as to the future viability of the company nor of

the efficiency or effectiveness of the corporate governance processes followed by the management of the company.

FOR KKS & ASSOCIATES

Krishna Kumar Singh

Practicing Company Secretary

Membership No. : F8493

COP No. : 9760


Place : New Delhi


CG REPORT

FINANCIAL STATEMENTS

STANDALONE


CHANDRA PRABHU INTERNATIONAL LTD.INDEPENDENT AUDITORS’ REPORT

MITTAL GARG GUPTA & CO.Chartered AccountantsFirm Registration No.: 01659IN

112, Vishwadeep Tower,District Centre, Janak Puri,

New Delhi-110058Tele/Fax : 011-25512000

E-mail : [email protected]

To The Members of

M/s Chandra Prabhu International Ltd

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying standalone financial statements of Chandra Prabu International

Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2019, the Statement of Profit

and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement

of Cash Flows for the year ended on that date, and a summary of the significant accounting policies and

other explanatory information (hereinafter referred to as “the standalone financial statements”).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid

standalone financial statements give the information required by the Companies Act, 2013 (“the Act”) in the

manner so required and give a true and fair view in conformity with the Indian Accounting Standards

prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules,

2015, as amended, (“Ind AS”) and other accounting principles generally accepted in India, of the state of

affairs of the Company as at March 31, 2019, the profit and total comprehensive income, changes in equity

and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing

specified under section 143(10) of the Act (SAs). Our responsibilities under those Standards are further

described in the Auditor's Responsibilities for the Audit of the Standalone Financial Statements section of our report.

We are independent of the Company in accordance with the Code of Ethics issued by the Institute of

Chartered Accountants of India (ICAI) together with the independence requirements that are relevant to

our audit of the standalone financial statements under the provisions of the Act and the Rules made there

under, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the

ICAI's Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to

provide a basis for our audit opinion on the standalone financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit

of the standalone financial statements of the current period. These matters were addressed in the context of

our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do

not provide a separate opinion on these matters.

We have determined that there are no key audit matters to communicate in our report.

Independent Auditors’ Report







Information Other than the Standalone Financial Statements and Auditor's Report Thereon

The Company's Board of Directors is responsible for the preparation of the other information. The other

information comprises the information included in the Management Discussion and Analysis, Board's

Report including Annexure to Board's Report, Corporate Governance and Shareholder's Information, but

does not include the standalone financial statements and our auditor's report thereon.

Our opinion on the standalone financial statements does not cover the other information and we do not

express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other

information and, in doing so, consider whether the other information is materially inconsistent with the

standalone financial statements or our knowledge obtained during the course of our audit or otherwise

appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other

information; we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Financial

Statements

The Company's Board of Directors is responsible for the matters stated in section 134(5) of the Companies

Act 2013(the Act) with respect to the preparation of these standalone financial statements that give a true

and fair view of the financial position, financial performance, changes in equity and cash flows of the

Company in accordance with the accounting principles generally accepted in India including the Accounting

standards specified under section 133 of the Act. This responsibility also includes maintenance of adequate

accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company

and for preventing and detecting frauds and other irregularities; selection and application of appropriate

accounting policies; making judgments and estimates that are reasonable and prudent; and design,

implementation and maintenance of adequate internal financial controls, that were operating effectively for

ensuring the accuracy and completeness of the accounting records, relevant to the preparation and

presentation of the standalone financial statements that give a true and fair view and are free from material

misstatement, whether due to fraud or error.

In preparing the standalone financial statements, Board of Director is responsible for assessing the

Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern

and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the

Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors are responsible for overseeing the Company's financial reporting process.







Auditor's Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a

whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that

includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit

conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements

can arise from fraud or error and are considered material if, individually

or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on

the basis of these financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional

skepticism throughout the audit. We also:

?Identify and assess the risks of material misstatement of the financial statements, whether due to

fraud or error, design and perform audit procedures responsive to those risks, and obtain audit

evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not

detecting a material misstatement resulting from fraud is higher than for one resulting from error,

as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override

of internal control.

?Obtain an understanding of internal financial controls relevant to the audit in order to design audit

procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are

also responsible for expressing our opinion on whether the Company has adequate internal

financial controls system in place and the operating effectiveness of such controls.

?Evaluate the appropriateness of accounting policies used and the reasonableness of accounting

estimates and related disclosures made by management.

?Conclude on the appropriateness of management's use of the going concern basis of accounting

and, based on the audit evidence obtained, whether a material uncertainty exists related to events

or conditions that may cast significant doubt on the Company's ability to continue as a going

concern. If we conclude that a material uncertainty exists, we are required to draw attention in our

auditor's report to the related disclosures in the financial statements or, if such disclosures are

inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up

to the date of our auditor's report. However, future events or conditions may cause the Company

to cease to continue as a going concern.

?Evaluate the overall presentation, structure and content of the financial statements, including the

disclosures, and whether the financial statements represent the underlying transactions and events

in a manner that achieves fair presentation.







We communicate with those charged with governance regarding, among other matters, the planned scope

and timing of the audit and significant audit findings, including any significant deficiencies in internal control

that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical

requirements regarding independence, and to communicate with them all relationships and other matters

that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were

of most significance in the audit of the Standalone financial statements of the current period and are

therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation

precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a

matter should not be communicated in our report because the adverse consequences of doing so would

reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2016 (“the Order”), issued by the Central

Government of India in terms of sub-section (11) of section 143 of the Act, we give in the

“Annexure A” a statement on the matters specified in paragraphs 3 and 4 of the Order, to the

extent applicable

2. As required by Section 143(3) of the Act, based on our audit we report that:

a) We have sought and obtained all the information and explanations which to the best of

our knowledge and belief were necessary for the purposes of our audit.

b) In our opinion, proper books of account as required by law have been kept by the

Company so far as it appears from our examination of those books.

c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive

Income, Statement of Changes in Equity and the Statement of Cash Flow dealt with by

this Report are in agreement with the relevant books of account.

d) In our opinion, the aforesaid standalone financial statements comply with the Ind AS

specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts)

Rules, 2014.

e) On the basis of the written representations received from the directors as on March 31,

2019 taken on record by the Board of Directors, none of the directors is disqualified as on

March 31, 2019 from being appointed as a director in terms of Section 164 (2) of the Act.







f) With respect to the adequacy of the internal financial controls over financial reporting of the

Company and the operating effectiveness of such controls, refer to our separate Report in

“Annexure A”. Our report expresses an unmodified opinion on the adequacy and operating

effectiveness of the Company's internal financial controls over financial reporting.

g) With respect to the other matters to be included in the Auditor's Report in accordance

with the requirements of section 197(16) of the Act, as amended:

In our opinion and to the best of our information and according to the explanations

given to us, the remuneration paid by the Company to its directors during the year is in

accordance with the provisions of section 197 of the Act.

h) With respect to the other matters to be included in the Auditor's Report in accordance

with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended in our

opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in

its standalone financial statements.

ii. The Company has made provision, as required under the applicable law or accounting

standards, for material foreseeable losses, if any, on long-term contracts including derivative

contracts.

iii. There has been no delay in transferring amounts, required to be transferred, to the

Investor Education and Protection Fund by the Company.

For Mittal Garg Gupta & Co


FRN 016591N

C A Sanjay Gupta

Partner

M. No. 093321

Place : New Delhi thDated: 28 May, 2019







Annexure “A” to the Independent Auditors' Report

Report on Companies (Auditor's Report) order, 2016 ('the Order') issued by the Central

Government in terms of Section 143(11) of the Companies Act, 2013 ('the Act') of Chandra Prabhu

International Ltd. ('the Company')

1 In respect of the Company's fixed assets:

(a) The company has maintained proper records showing full particulars of fixed assets including

quantitative details and situation of Property Plant and Equipment (fixed assets).

(b) The Property Plant and Equipment (fixed assets) have been physically verified by the management

according to the phased program of three years which is reasonable with regard to size of the

company and nature of its assets. Pursuant to the program, a portion of the fixed assets have been

physically verified by the management during the year and no significant material discrepancies

between the book records and such physical verification have been noticed.

(c) According to the information and explanations given to us and the records examined by us and

based on the examination of the conveyance deed provided to us, we report that, the title deeds,

comprising all the immovable properties of land which are freehold, are held in the name of the

Company.

2 The physical verification of inventory has been conducted at reasonable intervals by the management.

No material discrepancies were noticed.

3 As informed and according to the information and explanation given to us, the company has not

granted loans, secured or unsecured, to companies, firms or other parties covered in the register

maintained under section 189 of the Companies Act, 2013. According the provision of clause

3(iii)(a)(b) and (c) are not applicable to the company.

4 In our opinion and according to the information and explanations given to us, the company has

complied with provisions of Section 185 and 186 of the Act in respect of grant of loans, making

investments and providing guarantees and securities, as applicable.

5 In our opinion and according to the information and explanations given to us, the Company has not

accepted deposits, hence the directives issued by the Reserve Bank of India and the provisions of

sections 73 to 76 or any other relevant provisions of the Companies Act and the rules framed there

under, are not applicable to it. According to the information and explanations given to us, no order has

been passed against the company by Company Law Board or National Company Law Tribunal or

Reserve Bank of India or any court or any other tribunal.

6 The Central Government has not prescribed the maintenance of cost records under section 148(1) of

the Companies Act, 2013, for any of the services rendered by the company.







7. According to the information and explanations given to us and on the basis of examination of the

records of the Company, in respect of statutory dues:

a. the company is generally regular in depositing undisputed statutory dues including

provident fund, employees' state insurance, sales-tax, wealth tax, income tax, service tax,

custom duty, excise duty, value added tax, cess and any other material statutory dues with the

appropriate authorities to the extent applicable and further, there are no undisputed

statutory dues payable for a period of more than six months from the date they become

payable as at 31st March 2019.

b. There are no undisputed amounts payable in respect of income tax, sales tax, service tax,

duty of excise, duty of custom and other material statutory dues were in arrears as on 31st

March, 2019 for a period of more than six months from the date they became payable.

8. According to the information and explanations given to us and on the basis of examination of the

records of the Company, the company has not defaulted in repayment of loans or borrowings to a

financial institution, bank, government or dues to debenture holders.

9. The Company did not raise any money by way of initial public offer or further public offer

(including debt instruments) and has raised term loans during the year. In our opinion and

according to the information and explanations given to us, no Term loan raised during the year .

10. During the course of our examination of the books & records of the company carried out in

accordance with the generally accepted auditing Practices in India and according to the

information and explanation given to us, we have neither come across any instances of fraud on or

by the company, noticed or reported during the year, nor have we been informed of such case by

Management.

11. In our opinion and according to the information and explanations given to us, the Company has

paid/provided managerial remuneration in accordance with the requisite approvals mandated by

the provisions of Section 197 read with Schedule V to the Act.

12. The Company is not a Nidhi Company and hence reporting under clause 3(xii) of the Order is not

applicable.

13. According to the information and explanations given to us the Company is in compliance with

Section 177 and 188 of the Act, where applicable, for all transactions with the related parties and

the details of related party transactions have been disclosed in the standalone Ind AS financial

statements as required by the applicable Indian accounting standards.

14. The Company has not made any preferential allotment or private placement of shares or fully or

partly convertible debentures and hence reporting under clause 3(xiv) of the Order is not

applicable to the Company.







15. In our opinion and according to the information and explanations given to us, during the year the

Company has not entered into any non-cash transactions with its Directors or persons connected

to its Directors and hence provisions of Section 192 of the Act are not applicable. Accordingly

paragraph 3(xv) of the Order is not applicable.

16. The Company is not required to be registered under Section 45-IA of the Reserve Bank of India

Act, 1934.



FRN 016591N

C A Sanjay Gupta

Partner

M. No. 093321








Annexure “B” to the Independent Auditors' Report

Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub-

section 3 of Section 143 of the Companies Act, 2013 ('the Act')

We have audited the internal financial controls over financial reporting of Chandra Prabhu International Ltd.

('the Company') as of March 31, 2019 in conjunction with our audit of the standalone Ind AS financial

statements of the Company for the year ended and as on that date.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing and maintaining internal financial controls

based on the internal control over financial reporting criteria established by the Company considering the

essential components of internal control stated in the Guidance Note on Audit of Internal Financial

Controls over Financial Reporting issued by the Institute of Chartered Accountants of India ('ICAI'). These

responsibilities include the design, implementation and maintenance of adequate internal financial controls

that were operating effectively for ensuring the orderly and efficient conduct of its business, including

adherence to company's policies, the safeguarding of its assets, the prevention and detection of frauds and

errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable

financial information, as required under the Act.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internal financial controls over financial

reporting based on our audit. We conducted our audit in accordance with the Standards on Auditing

prescribed under Section 143(10) of the Act and the Guidance Note, to the extent applicable to an audit of

internal financial controls. Those Standards and the Guidance Note require that we comply with the ethical

requirements and plan and perform the audit to obtain reasonable assurance about whether adequate

internal financial controls over financial reporting was established and maintained and if such controls

operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal

financial controls system over financial reporting and their operating effectiveness. Our audit of internal

financial controls over financial reporting included obtaining an understanding of internal financial controls

over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the

design and operation effectiveness of internal control based on the assessed risk. The procedures selected

depend on the auditors' judgment, including the assessment of the risks of material misstatement of the

standalone Ind AS financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our

audit opinion on the Company's internal financial controls system over financial reporting.







Meaning of Internal Financial Controls Over Financial Reporting

A company's internal financial control over financial reporting is a process designed to provide reasonable

assurance regarding the reliability of financial reporting and the preparation of standalone Ind AS financial

statements for external purposes in accordance with generally accepted accounting principles. A company's

internal financial control over financial reporting includes those policies and procedures that,

1. Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the

transactions and dispositions of the assets of the company;

2. Provide reasonable assurance that transactions are recorded as necessary to permit preparation of

standalone Ind AS financial statements in accordance with generally accepted accounting

principles, and that receipts and expenditures of the company are being made only in accordance

with authorizations of management and directors of the company; and

3. Provide reasonable assurance regarding prevention or timely detection of unauthorized

acquisition, use or disposition of the company's assets that could have a material effect on the

standalone Ind AS financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the

possibility of collusion or improper management override of controls, misstatements due to error of fraud

may occur and not be detected. Also, projections of any evaluation of the internal financial controls over

financial reporting to future periods are subject to the risk that the internal financial controls over financial

reporting may become inadequate because of changes in conditions, or that the degree of compliance with

the policies or procedures may deteriorate.

Opinion

In our opinion, to the best of our information and according to the explanations given to us, the Company

has, in all material respects, an adequate internal financial controls system over financial reporting and such

internal financial controls over financial reporting were operating effectively as at March 31, 2019, based on

the internal control over financial reporting criteria established by the Company considering the essential

components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over

financial reporting issued by the Institute of Chartered Accountants of India.





FRN 016591N

C A Sanjay Gupta

Partner

M. No. 093321

BALANCE SHEET

Balance Sheet as at 31st March, 2019


Amount in `

Particulars Notes As at

31st March, 2019 As at

31st March, 2018

ASSETS(1) Non-Current Assets(a) Property, Plant and Equipment 3 3,878,287 5,291,915(b) Financial Assets

(i) Investment 4 6,000,000 6,000,000(c) Deferred tax assets (net) 5 6,512,965

15,374,213

(d) Other Non-Current Assets 6 3,063,475

2,518,048

Total Non-Current Assets 19,454,727

29,184,176

(2) Current Assets(a) Inventories 7 48,968,964

153,594,342

(b) Financial Assets(i) Trade Receivables 8 163,224,645

79,627,636

(ii) Cash and Cash Equivalents 9 796,808

958,853

(iii) Bank Balances other than (ii) above 10 1,218,454

5,014,644

(c) Other current assets 11 34,530,439

10,871,647

Total Current Assets 248,739,310

250,067,122

Total Assets 268,194,037

279,251,298

EQUITY AND LIABILITIESEquity(i) Equity Share Capital 12 36,980,000

36,980,000

(ii) Other Equity 13 81,271,067 46,923,727 Total Equity 118,251,067 83,903,727

Liabilities(1) Non-Current Liabilities(a) Financial Liabilities

(i) Borrowings 14 425,585

1,109,365

(b) Provisions 15 434,070

298,312

Total Non-Current Liabilities 859,655

1,407,677

(2) Current Liabilities

(a) Financial Liabilities(i) Borrowings 16 102,862,681

143,737,123

(ii) Trade Payables 17 34,670

39,276,469

(iii) Other Financial Liabilities 18 796,234

895,819

(b) Other Current Liabilities 19 44,750,481

9,975,512

(c) Provisions 20 50,581 54,971(d) Current Tax Liabilities 21 588,668 -

Total Current Liabilities 149,083,315 193,939,894

Total Equity and Liabilities 268,194,037 279,251,298Significant Accounting Policies 1 & 2

The accompanying notes are an integral part of the financial statements

Certain amounts do not match with the previously issued financial statements as they reflect retrospective adjustments due to adoption of Ind AS.

As per our Report of even date.For Mittal Garg Gupta & CoChartered AccountantsFRN: 01659IN

CA Sanjay GuptaPartnerM No : 093321

Place: New DelhiDated: 28th May, 2019

Gajraj Jain Prakash GoyalChairman cum Managing Director Director

DIN-00049199 DIN-02598736

Mansi Mehta Amar SinghCompany Secretary Chief Financial Officer

For and on behalf of the Board Chandra Prabhu International Ltd.






DIN-00049199 DIN-02598736



PROFIT & LOSS

Statement of Profit and Loss for the period ended on 31st March, 2019


Amount in `

S No Particulars Note 2018-19 2017-18

Income

I Revenue from operations 22 904,245,995 595,275,523

II Other Income 23 944,143 8,145,758

III Total Income (I +II) 905,190,138 603,421,281

IV Expenses:

Purchase of Stock-in-Trade 24 723,113,592 657,530,556

Changes in inventories of Stock-in-Trade 25 104,625,378

(30,358,629)

Employee Benefits Expense 26 5,660,692

4,182,487

Finance Costs 27 8,757,214

10,952,050

Depreciation 3 1,398,292

1,278,927

Other Expenses 28 18,345,520

15,005,540

Total Expenses 861,900,688

658,590,932

V Profit before exceptional items and tax (III - IV) 43,289,450

(55,169,651)

VI Exceptional Items -

-

VII Profit before tax (VII - VIII) 43,289,450

(55,169,651)

VIII Tax expense:

(1) Current tax 8,676,102 - (2) Mat Credit entilement (8,648,622)

-

(3) Prior period tax Adjustment - income -

(18,828)

(4) Deferred tax Assets/(Liabilities) 8,874,993

(13,990,223)

Total Tax Expenses 8,902,473

(14,009,051)

IX Profit/(Loss) for the period (XI + XIV) 34,386,977

(41,160,601)

X Other Comprehensive Income

(53,382)

(56,240)

A (i) Items that will not be reclassified to profit or loss

Re-measurement gains / (losses) on defined benefit plans

Tax effect on above 13,745

14,482

(39,637)

(41,758)

XI Total Comprehensive Income for the period, net or tax 34,347,340 (41,202,359)

XII Earning per equity share:

Basic & Diluted 30 9.30 (11.13)

Significant Accounting Policies 1 &2


Net Other Comprehensive Income not to be reclassified to profit or

loss in subsequent periods (A)






DIN-00049199 DIN-02598736



CASH FLOW

Cash Flow Statement for the year ended 31st March 2019


For the year Ended For the year Ended

31st March, 2019 31st March, 2018

A. CASH FLOW FROM OPERATING ACTIVITIESNet Profit before tax 43,289,450 (55,169,651)Adjustments for :

Depreciation 1,398,292 1,278,927Interest Expense 8,757,214 9,089,601Other Income (944,143) (5,401,126)Profit on Sale of Shares - -Provision for Doubtful Debts (Net) - 56,662Exchange difference on translation of foregin currency cash and cash equivalants 1,738,085 (2,744,632)Re-measurement gains / (losses) on defined benefit plans (53,382) (56,240)Tax effect on above 13,745 14,482

Operating profit before Working Capital change 54,199,261

(52,931,977)

Adjustments for :(Increase)/Decrease in Inventories 104,625,378

(30,358,629)

(Increase)/Decrease in Trade Receivable (83,665,714)

55,692,786

(Increase)/Decrease in Other Current Assets (23,658,792)

(201,284)

(Increase)/Decrease in Other Non Current Assets (545,427)

3,434,052

Increase/(Decrease) in Trade Payable (39,241,799)

(25,310,466)

Increase/(Decrease) in Other Current Liabilities 34,774,969

(7,075,315)

Increase/(Decrease) in Other Financial Liabilities (99,585)

202,053

Increase/(Decrease) in Short Term Provision (4,390)

(5,666)

Increase/(Decrease) in Current Tax Liabilities 588,668

(2,550,000)

Increase/(Decrease) in Long Term Provision 135,758

(117,217)

Cash Generated from Operations 47,108,328

(59,221,663)

Direct Taxes paid 27,480

40,188

NET CASH FLOWS FROM OPERATING ACTIVITIES [A] 47,135,808

(59,181,475)

B. CASH FLOW FROM INVESTING ACTIVITIESPurchase of Fixed Assets (150,047)

(2,614,844)

Discard of Assets 165,382

-

Sale of Investments -

-

Interest Received 944,143

5,401,126

NET CASH FLOWS FROM INVESTING ACTIVITIES [B] 959,478

2,786,282

C. CASH FLOW FROM FINANCING ACTIVITIESProceeds/(Repayment) from Long Term Borrowing (683,780)

1,023,471

Proceeds/(Repayment) from Short Term Borrowings (40,874,442)

58,703,752

Interest Paid (8,757,214)

(9,089,601)

NET CASH FLOWS FROM FINANCING ACTIVITIES [C] (50,315,436)

50,637,622

Exchange difference on translation of foregin currency cash and cash equivalants (1,738,085) 2,744,632Net increase/(decrease) in cash and cash equivalents [A+B+C] (2,220,150) (5,757,571)Cash and cash equivalents at the beginning of the year 5,973,497 8,986,436Cash and cash equivalents at the end of the year 2,015,262 5,973,497

0.07- Detail of cash and cash equivalents as on the end of the year:Cash and cash equivalents as on

On Current Accounts 222,309 712,956Unclaimed Dividend Account 112,454 180,061In Fixed Deposit 1,106,000 4,834,583Cash-in-Hand 574,499 245,897

2,015,262 5,973,497

Particulars


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NOTES CHANDRA PRABHU INTERNATIONAL LTD.


NOTES

Note : 1

Corporate Information

1 Chandra Prabhu International Ltd. referred to as "CPIL" or "the Company" was incorporated on 29th

November, 1984 registered with Registrar of Companies, Delhi & Haryana, New Delhi. The Company is a

Public Limited Company whose shares are listed in BSE. Chandra Prabhu International Ltd. is a well-known

name in the trading of Synthetic Rubber ,Coal and Agro products.

CPIL has 1 wholly owned subsidiary " Alsan Rubber & Chemicals Private Limited" which is engaged in business

of trading of synthetic rubber.

1.1 Basis of preparation of Financial Statements

The standalone financial statements have been prepared in accordance with indian accounting standards (Ind

AS) under the historical cost convention on the accural basis except for certain financial instruments, which are

measured at fare values and the provisions of the Comapanies Act 2013. The IndAS are prescribed under

section 133 of the Act read with Rule 3 of the Indian Accounting Standards ("Ind AS") as issued under the

Companies (Indian Accounting Standards) Rules, 2015.

1.2 Use of Judgement, Estimates and Assumptions

The preparation of the company's financial statements requires management to make judgements, estimates

and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the

accompanying disclosures and the disclosure of contingent liabilities. Uncertainty about these asumptions and

estimates could result in outcomes that require a material adjustment to the carrying amount of assets or

liabilites affected in future periods.

A) Formulation of Accounting Policies

Accounting policies are formulated in a manner that result in financial statements containing relevant and

reliable information about the transactions, other events and conditions to which they apply. Those policies

need not be applied when the effect of applying them is immaterial. In the absence of an Ind AS that specifically

applies to a transaction, other event or condition, management has used its judgement in developing and

applying an accounting policy that results in information that is:

a) relevant to the economic decision-making needs of users and

b) reliable in that financial statements:

(i) represent faithfully the financial position, financial performance and cash flows of the Company;

(ii) reflect the economic substance of transactions, other events and conditions, and not merely the legal form;

(iii) are neutral, i.e. free from bias;

(iv) are prudent; and

(v) are complete in all material respects on a consistent basis

In making the judgement management refers to, and considers the applicability of, the following sources in

descending order:

(a) the requirements in Ind ASs dealing with similar and related issues; and

(b) the definitions, recognition criteria and measurement concepts for assets, liabilities, income and expenses

in the Framework.

The financial statements are prepared on going concern basis using accrual basis of accounting.

Policies and Notes Forming Part of Financial Statement for the year ended 31st March, 2018



NOTES

B) Materiality

Ind AS applies to items which are material. Management uses judgement in deciding whether

individual items or groups of item are material in the financial statements. Materiality is judged by

reference to the size and nature of the item.

The deciding factor is whether omission or misstatement could individually or collectively influence the

economic decisions that users make on the basis of the financial statements. Management also uses judgement

of materiality for determining the compliance requirement of the Ind AS. In particular circumstances either the

nature or the amount of an item or aggregate of items could be the determining factor. Further the Company

may also be required to present separately immaterial items when required by law.

C) Defined benefit plans

The cost of the defined benefit plans and other post-employment benefits and the present value of the

obligation are determined using actuarial valuation. An actuarial valuation involves making various assumptions

that may differ from actual developments in the future. These include the determination of the discount rate,

future salary increases, mortalit rates and future post-retirement medical benefit increase. Due to the

complexities involved in the valuation and its long term nature, a defined benefit obligation is highly sensitive to

changes in these assumptions. All assumptions are reviewd at each reporting date.

The parameter most subject to change is the discount rate. In determining the appropriate discount rate,

management considers the interest rates of government bonds in currencies consistent with the currencies of

the post-employment benefit obligation and extrapolated as needed along the yield curve to correspond with the

expected return of the defined benefit obligation.

The mortality rate is based on publicly available mortality tables. Those mortality tables tend to change only at

intervals in response to demographic changes. Future salary increases are based on expected future inflation

rates for the country.

D) Deferred Tax

Deferred tax assets are recognised for all deductible temporary differences including the carry forward of

unused tax credits and any unused tax losses. Deferred tax assets are recognised to the extent that it is probable

that taxable profit will be available against which the deductible temporary differences and the carry forward of

unused tax credits and unused tax losses can be utilised.

Indian GAAP required deferred taxes to be accounted using the income statement approach, which focuses on

differences between taxable profits and accounting profits for the period, Ind AS 12 Income Taxes required

entities to account for deferred taxes using the balance sheet approach, which focuses on temporary differences

between the carrying amount of anyasset or liability in the balance sheet and its tax base. The application of Ind

AS 12 has resulted in recognition of deferred tax on new temperary differences which was not required under

India GAAP.

In addition, certain transitional adjustments lead to temporary differences. According to the accounting policies,

the Company has to account for such differences. Deferred tax adjustments have been recognised in correlation

to the underlying transaction either in retained earnings or as a separate component of equity.



NOTES

Long Term Investment in Equity Shares

Under Indian GAAP the company accounted for Long term investment in equty has investments measured at

cost less provision for other than temporary dimution in the value of investment. Under Ind AS the company

has designated such instrument as financial asset at fair value other comprehensive income (FVOCI).

The company has not performed a fair valuation of its investments in ordinary shares as the company believes

the impact on change on account of Fair value is insignificant.

Impairment of Trade Receivables

Under IGAAP, the Company recognised provision on Trade Receivables based on specific provisions to reflect

the company's expectation. Under Ind AS, impairment of Trade Receivables shall be recognised based on

Expected Credit Loss.

Note : 2

Significant Accounting Policies

2.1 Current and non-current Classification

The Company presents assets and liabilities in the Balance Sheet based on current/ non-current

classification.

An asset is treated as current by the Company when:

(a) it expects to realise the asset, or intends to sell or consume it, in its normal operating cycle;

(b) it holds the asset primarily for the purpose of trading;

(c) it expects to realize the asset within twelve months after the reporting period; or

(d) the asset is cash or a cash equivalent (as defined in Ind AS 7) unless the asset is restricted from being

exchanged or used to settle a liability for at least twelve months after the reporting period.

All other assets are classified as non-current.

A liability is treated as current by the Company when:

(a) it expects to settle the liability in its normal operating cycle;

(b) it holds the liability primarily for the purpose of trading;

(c) the liability is due to be settled within twelve months after the reporting period; or

(d) it does not have an unconditional right to defer settlement of the liability for at least twelve months after

the reporting period. Terms of a liability that could, at the option of the counterparty, result in its

settlement by the issue of equity instruments do not affect its classification.

All other liabilities are classified as non-current.

Deferred tax assets and liabilities are classified as non-current assets and liabilities

2.2 Property, Plant and Equipment (PPE)

Land is carried at historical cost. All other items of property, plant and equipment are stated at cost, net of

accumulated depreciation and accumulated impairment losses, if any.

The initial cost of an asset comprises its purchase price and any costs directly attributable to bring the asset into

the location and condition necessary for it to be capable of operating in the manner intended by management.

An item of property, plant and equipment initially recognized separately are derecognized upon dispoaal or

when no future economic benefits expected from its use or disposal or when the property, plant and equipment

has been reclassified as ready for disposal. Any gain or loss arising on derecogntion of the asset is included in the

statement of profit and loss when the asset is derecognized.



NOTES

Residual value and useful life of property, plant and equipment are reviewed at each financial year end and

changes are accounted for as a change in accounting estimates on a prospective basis.

Each part of an item of property, plant and equipment with a cost that is significant in relation to the total cost

of the item depreciated separately. However, significant part(s) of an item of PPE having same useful life and

depreciation method are grouped together in determining the depreciation charge.

Costs of the day to-day servicing described as for the ‘repairs and maintenance’ are recognised in the statement

of profit and loss in the period in which the same are incurred.

The company has chosen the carrying value of property, plant and equipment existing as on date of transition to

IndAS i.e. 01.04.2016 as deemed cost.

2.3 Depreciation and Amortization

Depreciation on property, plant and equipment, except freehold land, is provided as per cost model on written

down value basis over the estimated useful lives of the asset as per Schedule II of the Companies Act, 2013.

Depreciation is charged on addition, deletion on pro-rata basis including the day of deletion or addition.

An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits

ae expected from its use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the

difference between the net disposal proceeds and the carrying amount of the asset) is included in the Standalone

Statement of Profit and Loss when the asset is derecognized.

The residual values, useful lives and methods of depreciation of property, plant and equipment are reviewed at

each financial year end and adjusted prospectively, if appropriate.

The estimates made by the management for the useful life of the Property Plant and Equipments are as follows:-

The company has decided to retain the useful life/ Residual Value hitherto adopted for various categories of

properties plant and equipments as prescribed in Schedule II of the Act.

2.4 Borrowing costs

Borrowing costs are expensed as and when incurred except where they are directly attributable to the

acquisition, construction or production of qualifying assets i.e. the assets that necessarily takes substantial

period of time to get ready for its intended use, in which case they are capitalised as part of the cost of those

asset up to the date when the qualifying asset is ready for its intended use.

2.5 Leases

A finance lease is a lease that transfers substantially all the risks and rewards incidental to ownership of an asset.

Title may or may not eventually be transferred. An operating lease is a lease other than a finance lease.


Type of Asset Period (Estimated Useful Life)

Vehicles-Car

Vehicles- Motor Bike

Plant & Machinery

Office Equipments

Furniture & Fixtures

Computers

8 years

10 years

15 years

5 years

10 years

3 years


NOTES

Company as a lessee

A lease is classified at the inception date as a finance lease or an operating lease.

Finance leases are capitalised at the commencement of the lease at the inception date fair value of the leased

property or, if lower, at the present value of the minimum lease payments. Lease payments are apportioned

between finance charges and reduction of the lease liability so as to achieve a constant periodic rate of interest

on the remaining balance of the liability.

Finance charges are recognised in finance costs in the statement of profit and loss, unless they are directly

attributable to qualifying assets, in which case they are capitalized in accordance with the Company’s general

policy on the borrowing costs. A leased asset is depreciated over the useful life of the asset. However, if there is

no reasonable certainty that the Company will obtain ownership by the end of the lease term, the asset is

depreciated over the shorter of the estimated useful life of the asset and the lease term.

2.6 Inventories

Inventories of coal/rubber/agro products are stated at lower of weighted average cost or net realisable value.

Net realisable value represents the estimated selling price of inventories less all estimated costs of completion

and costs necessary to make the sale. Cost includes all costs of purchases and incidental expenses incurred in

bringing the inventory to their present condition and location.

2.7 Cash and Cash Equivalent

Cash comprises cash in hand and current deposits with banks. Cash equivalents are short term, highly liquid

investments that are readily convertible into known amounts of cash which are subject to an insignificance risks

of changes in value.

2.8 Taxes

Deferred tax assets are recognised for unused tax losses to the extent that it is probable that taxable profit will be

available against which the losses can be utilised. Significant management judgement is required to determine

the amount of deferred tax assets that can be recognised, based upon the likely timing and the level of future

taxable profits together with future tax planning strategies.

Current income tax assets and liabilities are measured at the amounts expected to be recovered from or paid to

the taxation authorities; on the basis of the taxable profits computed for the current accounting period in

accordance with Income Tax Act, 1961. The tax rates and tax laws used to compute the amount are those that are

enacted or substantively enacted at the reporting date.

Current income tax relating to items recognized in other comprehensive income or directly in equity is

recognized in other comprehensive income or in equity, respectively, and not in the statement of profit and loss.

The Management periodically evaluates positions taken in the tax returns with respect to situations in which

applicable tax regulations are subject to interpretation and stablishes provisions where appropriate.

2.9 Investment in subsidiary

Investments in equity shares of subsidiary is recorded at cost and reviewed for impairment at each reporting

date.

The company has chosen the carrying value of the investment in subsidiary as on date of transition to IndAS i.e.

01.04.2016 as deemed cost.



NOTES

2.10 Sales Tax/GST

The net amount of sales tax recoverable from or payable to the taxation authority is included as part of

receivables or payables in the Balance Sheet. GST is shown as net of receivable and payable in the Balance Sheet.

2.11 Foreign Current Transactions

a) Intial Recognition

Foreign Currenct Transactions are recorded in Indian Currency by applying the exchange rate between the

Indian Currency and Foreign Currency at the date of the transaction.

b) Conversion

Current assets and current liabilities being monetary items designated in foreign currencies are revalorized

at the rate prevailing on the date of Balance Sheet.

c) Exchange Difference

Exchange differences arising on the settlement and convesion of foreign currency transactions are

recognized as income or as on expense in the year in which they arise.

2.12 Employee Benefits

Short Term Benefits

Short term employee benefits are recognized as an expense in the statement of profit and loss of the year in

which related services are rendered by the employees.

Compensated Absences

The liability of leave encashment and other compensated absences is recognised on arithmetical basis at the end

of the year are charged to expense each year

Post Employment Benefits

Defined Contribution Plans

Obligations for contribution to defined contribution plans are expensed in the statement of profit and loss of

the year in which the related services are rendered by the employees.

The company makes payments to State Govt. Provident Fund Scheme and Employee State Insurance Scheme

which are defined contribution plans. The contribution paid / payable under the scheme is recognized in the

statement of profit and loss during the period in which the employee renders the related services. The company

has no further obligations under these schemes beyond its periodic contributions.

Other Employee Benefits

Accidental & medical Insurance Scheme, defined contribution plan is taken from Aviva Life Insurance & Iffco-

Tokio General Insurance Co Ltd..

Defined benefit plans

Liability towards defined employees benefits i.e. Gratuity are determined on actuarial valuation by independent

actuary at the year end by using projected unit credit method.

Remeasurement of the net defined benefit liability which comprises of actuarial gains or losses, the return on

planned assets (excluding interest) and the effect of the assets ceiling (if any) excluding interest) are recognized

in other comprehensive income.



NOTES

2.13 Provisions and Contingent Liabilities

Provisions are recognized when the company has a present obligation (legal or constructive) as a result of a past

event, and it is probable that an outflowof economic benefits will be required to settle the obligation and a

reliable estimate of the amount of the obligation can be made. Where the time value of money is material,

provisions are stated at the present value of the expenditure expected to settle the obligation.

All provisions are reviewed at each balance sheet date and adjusted to reflect the current best estimate. Where it

is not probable that an outflow of economic benefits will be required, or the amount cannot be estimated

reliably, the obligation is disclosed as a contingent liability, unless the probability of outflow of economic

benefits is remote. Possible obligations, whose existence will only be confirmed by the occurrence or non-

occurrence of one or more future uncertain events not wholly within the control of the company, are also

disclosed as contingent liabilities unless the probability of outflow of economic benefits is remote.

Contingent Assets are not recognised in the financial statements. However, when the realisation of income is

virtually certain, then the related asset is not a contingent asset and its recognition is appropriate.

2.14 Earnings per share

Basic earnings per share are computed by dividing the net profit after tax by the weighted average number of

equity shares outstanding during the period. Diluted earnings per shares is computed by dividing the profit after

tax by the weighted average number of equity shares considered for deriving basic earnings per shares and also

the weighted average number of equity shares that could have been issued upon conversion of all dilutive

potential equity shares.

2.15 Cash Flow Statement

Cash flows are reported using the indirect method set out in Ind As 7 Cash Flow statement whereby net profit

before tax is adjusted for the effects of transactions of a non-cash nature and any deferral or accrual of past or

future cash receipts or payments. The cash flows from regular operating, investing and financing activities of the

company are segregated.

2.16 Dividend

Final Dividend on shares is recorded as a liability on the date of approval by the shareholders and interim

dividend are recorded as liability on the date of declaration by the company's Board of Directors.

2.17. Segment Reporting

Identification of Segments

The companies operating business predominantly relates to trading of various items such as agriculture,

synthetic rubber, coal etc.

Allocation of common cost

Common allocable cost are allocated on the basis of net fund employed in each segment.

Unallocated items

Company assets and liabilities, income and expenses which relate to the company as a whole and are not

allocable to segments are included under this head.



NOTES

2.18 Revenue recognition

Revenue from sale of goods

Revenue from the sale of goods is recognized when all the following conditions have been satisfied:

(a) the Company has transferred to the buyer the significant risks and rewards of ownership of the goods;

(b) the Company retains neither continuing managerial involvement to the degree usually associated with

ownership nor effective control over the goods sold;

(c) the amount of revenue can be measured reliably;

(d) it is probable that the economic benefits associated with the transaction will flow to the Company; and

(e) the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Revenue is measured at the fair value of the consideration received or receivable, taking into account

contractually defined terms of payment and excluding taxes, levies or duties collected on behalf of the

government/ other statutory bodies.

Advances received from the customers are reported as "advance from customers " unless the above conditions

for revenue recognition are met.

However, based on the educational material on Ind AS 18 issued by The Institute of Chartered Accountants of

India, the Company has assumed that recovery of excise duty flows to the Company on its own account. This is

for the reason that it is a liability of the manufacturer which forms part of the cost of production, irrespective of

whether the goods are sold or not. Since the recovery of excise duty flows to the Company on its own account,

gross revenue includes excise duty. However, other taxes, levies or duties are not considered to be received by the

Company on its own account and are excluded from net revenue.

2.19 Accounting / classifications of expenditure and Income

Income / expenditure in aggreate petaining to prior year's above the threshold limit are corrected retro

specively.

Prepaid expenses upto threshold limit in each case, are charges to revenue as and when incurred.

2.20 Financial instruments

a) Initial recognition

The Company recognizes financial assets and financial liabilities when it becomes a party to the contractual

provisions of the instrument. All financial assets and liabilities are recognized at fair value on initial recognition,

except for trade receivables which are initially measured at transaction price. Transaction costs that are directly

attributable to the acquisition or issue of financial assets and financial liabilities, that are not at fair value through

profit or loss, are added to the fair value on initial recognition. Regular way purchase and sale of financial assets

are accounted for at trade date.

b) Subsequent measurement

(i) Financial assets carried at amortized cost

A financial asset is subsequently measured at amortized cost if it is held within a business model whose

objective is to hold the asset in order to collect contractual cash flows and the contractual terms of the

financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on

the principal amount outstanding. When the financial asset is derecognized or impaired, the gain or loss is

recognized in the statement of profit and loss.



NOTES

(ii) Financial assets at fair value through other comprehensive income

A financial asset is subsequently measured at fair value through other comprehensive income if it is held

within a business model whose objective is achieved by both collecting contractual cash flows and selling

financial assets and the contractual terms of the financial asset give rise on specified dates to cash flows that

are solely payments of principal and interest on the principal amount outstanding. Movements in the

carrying amount are taken through OCI, except for the recognition of impairment gains or losses, interest

revenue and foreign exchange gains and losses which are recognized in profit and loss.

When the financial asset is derecognized, the cumulative gain or loss previously recognized in OCI is

reclassified from equity to profit and loss. Equity instruments are subsequently measured at fair value. On

initial recognition of an equity investment that is not held for trading, the Company may irrevocably elect

to present subsequent changes in the investment’s fair value in OCI (designated as FVOCI – equity

investment). This election is made on an investment by investment basis. Fair value gains and losses

recognized in OCI are not reclassified to profit and loss.

(iii) Financial assets at fair value through profit or loss

A financial asset which is not classified in any of the above categories are subsequently fair valued through

profit or loss.

(iv) Financial liabilities

For trade and other payables maturing within one year from the Balance Sheet date, the carrying amounts

approximate fair value due to the short maturity of these instruments.

(v) Impairment of financial assets



c) Impairment of financial assets

Financial assets, other than those at FVTPL, are assessed for indicators of impairment at the end of each

reporting period. The Company recognizes a loss allowance for expected credit losses on financial asset. In case

of trade receivables, the Company follows the simplified approach permitted by Ind AS 109 – Financial

Instruments for recognition of impairment loss allowance. The application of simplified approach does not

require the Company to track changes in credit risk. The Company calculates the expected credit losses on trade

receivables using a provision matrix on the basis of its historical credit loss experience.

d) Derecognition

Financial Assets

Company derecognizes a financial asset when the contractual rights to the cash flows from the financial asset

expire or it transfers the rights to receive the or in which the contractual cash flows in a transaction in which

substantially all of the risks and rewards of ownership of the financial asset are transferred Company neither

transfers nor retains substantially all of the risks and rewards of ownership and does not retain control of the

financial asset.

If the company enters into transactions whereby it transfers assets recognized on its balance sheet, but retains

either all or substantially all of the risks and rewards of the transferred assets, the transferred assets are not

derecognized.



NOTES

e) Financial liabilities

The company derecognizes a financial liability when its contractual obligations are discharged or cancelled, or

expire.

Reclassification of Financial Assets and Financial Liabilities

The company determines classification of financial assets and liabilities on initial recognition. After initial

recognition, no reclassification is made for financial assets which are equity instruments and financial liabilities.

For financial assets which are debt instruments, a reclassification is made only if there is a change in the business

model for managing those assets. Changes to the business model are expected to be infrequent. The Company’s

senior management determines change in the business model as a result of external or internal changes which

are significant to the Company’s operations. Such changes are evident to external parties. A change in the

business model occurs when the Company either begins or ceases to perform an activity that is significant to its

operations. If the company reclassifies financial assets, it applies the reclassification prospectively from the

reclassification date which is the first day of the immediately next reporting period following the change in

business model. The company does not restate any previously recognized gains, losses (including impairment

gains or losses) or interest.




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NOTES

Note : 4

Investments (Non Current)

The Company offsets tax assets and liabilities if and only if it has a legally enforceable right to set off current tax assets and current tax

liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same tax authority.

The unused tax losses were incurred by the company on loss of long term quoted shares in which company is not likely to generate taxable

income in the foreseeable future. The losses can be carried forward as per the provisions of Income Tax Act..

Note : 6

Other Non Current Assets

Unsecured Considered Good


Particulars As at 31.03.2019 As at 31.03.2018

Investment in wholly owned Subsidiary

In Unquoted Equity Shares

Alsan Rubber & Chemicals Pvt. Ltd.500000 (500000) Equity Shares of ` 10/- each fully paid up 6,000,000

6,000,000

Total 6,000,000 6,000,000

Refer Note 2.9 for Valuation of Unquoted Shares

Particulars

Balance Sheet As at

1st April 2018

Recognised in Profit & Loss

Recognised in OCI

Balance Sheet As at

31st March 2019

Balance Sheet As at

1st April 2017


Recognised in OCI

Balance Sheet As at

31st March 2018

Deferred Tax Assets

Difference between written down value of fixed assets as per books of accounts and Income Tax Act. 1961

838,718 186,848 - 1,025,566 1,001,896 (163,178) 838,718

Prvision for Employee Benefits 90,970 33,827 - 124,797

36,106 54,864 90,970

MAT Credit Entitlement 138,845 2,227,019 - 2,365,864

166,614 (27,769) 138,845 Business Losses Carry forward 13,668,854 (11,244,589) - 2,424,265

13,668,854 13,668,854

Unabsorbed Depreciation 325,519 - - 325,519

325,519 325,519

Long Term Capital Gain Loss 310,829 - - 310,829

310,829 310,829

Provision for Expenses allowed for Tax Purpose on Payment basis 14,482 (14,482) 13,745 13,745

60

(60) 14,482

14,482 Other Provisions 188,948 (188,948) - -

209,229 (20,281) 188,948

Gross Deferred Tax Assets 15,577,165 (9,000,325) 13,745 6,590,585 1,413,905 14,148,778 14,482 15,577,165

Deferred Tax LiabilitiesOther Provisions 202,952 (125,332) - 77,620 44,397 158,555 202,952 Total Deferred Tax Liabilities 202,952 (125,332) - 77,620 44,397 158,555 - 202,952

Net Deferred Tax Assets /(Liabilities) 15,374,213 (8,874,993) 13,745 6,512,965 1,369,508 13,990,223 14,482 15,374,213

Year ended March 31, 2018Year ended March 31, 2019

Note : 5Deferred Tax


Advances other than Capital AdvancesSecurity Deposit 275,500

275,500

Advance to Supplier 343,562

Balances with Govt. Authorities

4% Additional Duty Receivable 1,932,635

1,932,635

Others - LIC Gratuity Fund 511,778 309,913

Total 3,063,475 2,518,048


NOTES

Note : 7

Inventories

Inventories of coal/rubber/agro products are stated at lower of weighted average cost or net realisable

value. (Also Refer Note 2.6)

For charge created on inventores, Refter Note 38

Note : 8

Trade Receivable

1. Trade receivables are measured at amortised cost.

2. No trade or other receivables are due from directors or other officers of the company either severally or jointlly with any other persons.

3. Refer Note 35 on Credit Risk of Trade Receivables which explains how the company manages credit quality of Trade Receivables.

8.1 Movement of Allowance for bad & doubtfull debts is as follows:-

Note : 9

Cash & Cash Equivalent



Synthetic Rubber - 19,573,055 Agro Products 48,678,121

134,021,287

Coal 290,843

Total 48,968,964 153,594,342

Particulars As at 31.03.2019 As at 31.03.2018 Unsecured

considered good 163,224,645 79,627,636 Doubtful 432,334

733,777

Allowance for Bad & Doubtful Debts (Expected credit loss allowance) (432,334)

(733,777) -

- Total 163,224,645 79,627,636

Particulars

Balances as at begning of the year

Allowance for bad & doubtfull debts during the year

Trade receivables written off during the year / Received

Balance as at the end of the year

31.03.2019 31.03.2018

733,777 677,115 -

56,662

(301,443)

- 432,334

733,777


Balances with BankOn Current Accounts 222,309

712,956

Sub Total (A) 222,309

712,956 Cash-in-Hand

Cash Balance (As certified by Management) 574,499

245,897

Sub Total (B) 574,499

245,897

Total [ A + B ] 796,808 958,853


NOTES

Note : 10

Other Bank Balances

Note : 11

Other Current Assets

Unsecured Considered Good

Note : 12

Share Capital

Authorized Share Capital

Equity Shares 10 par value

Terms /Rights attached to the equity shares

The company has only one class of equity shares having a Par Value of 10/- each. Each holder of equity shares is entitled to one vote per

share.

Issued & Subscribed Share Capital


`

`

`



Balances with BankUnclaimed Dividend Account 112,454

180,061

In Fixed Deposit 1,106,000

4,834,583

Total 1,218,454 5,014,644

Deposits having original maturity exceeding 3 months but due for realizations within 12 months of the reporting date.


Advances other than Capital Advances

Advance to Supplier 9,411,242

464,307

Interest accrured on FDRs' 7,334

80,959 Balances with Govt. Authorities 5,448,044

8,748,871

MAT Credit Entitlement 9,187,825

539,203

Other Advances 10,103,549

832,553

Advances to Employees 372,445

205,754

Total 34,530,439

10,871,647

Due from subsidary company

Alsan Rubber & Chemicals Pvt. Ltd. 8,627,550 -Also refer Note 34

Particulars No of Shares Amount

As at 1st April 2018 5,000,000 50,000,000 Increase / (Decrease during the year) -

-

As at 31st March 2019 5,000,000 50,000,000



-

As at 31st March 2019 3,698,000

36,980,000


NOTES

Subscribed and fully paid up


The reconciliation of the number of equity shares outstanding

Details of shareholders holding more than 5% share in the company: -

Note : 13

Other Equity

General reserve is created by setting aside amount from the Retained Earnings of the Company for general purposes which is freely

available for distribution.

*The Board of Directors have proposed a final dividend of Rs. 0.50/- per share for the financial year 2018-19 aggregating Rs. 22.29

lakhs (including Corporate Dividend Tax) and the proposed Dividend is subject to approval of shareholders in the ensuing Annual

General Meeting and has not been considered in these accounts as a liability.

`




-

As at 31st March 2019 3,698,000

36,980,000


Shares outstanding at the beginning of the year 3,698,000 3,698,000 Add: Shares Issued during the year -

-

Less:Shares bought back during the year -

- Shares outstanding at the end of the year 3,698,000 3,698,000

Name of Shareholder As at 31.03.2019 As at 31.03.2018

Akash Jain No. of shares% held

345000 3450009.32 9.32

Vikas Jain 345310 3453109 9

Piyush Jain 345000 3450009 9

Hemlata Jain 669820 64643018.11 17

Sheetal Jain 190002 1900025 5

No. of shares% held

No. of shares% held

No. of shares% held

No. of shares% held


General Reserves Opening Balance 3,989,291

3,989,291

Retained Earnings

Opening Balance 42,934,435

84,100,953 Add: Surplus in Statement of Profit & Loss 34,386,977

(41,124,760)

Add/(Less)::Gratuity Exp related to OCI adjusted as per Ind AS (53,382)

(56,240)

Add/(Less): Deferred Tax impact related to exp of OCI 13,745

14,482

Total 77,281,776

42,934,435

Other ReservesParticularsGeneral Reserves 3,989,291

3,989,291

Retained Earnings* 77,281,776 42,934,435Total Other Reserves 81,271,067 46,923,727


NOTES

Note : 14

Financial Liabilities

Non-Current Borrowings

Also Refer Note 36

Note : 15

Non- Current Provisions

Refer Note 39 for Provisions

Note : 16

Current Borrowings

Refer Note 38 for bank seecurites

Note : 17

Trade Payables

Trade and other payables are measured at Amortised Cost.

17.1 : Due to micro and small enterprises

The information as required to be disclosed under the Micro, Small and Medium Enterprises have been determined, to the extent such

parties has been identified on the basis of information avalable with the company as at Balance Sheet date on which Auditors have relied

upon.


Particulars As at 31.03.2019 As at 31.03.2018 Long Term maturities of financial obligations From Bank (Secured against vehicle financed) 425,585 1,109,365

Total 425,585 1,109,365


Provisions for employee benefitsGratuity Obligation 434,070

298,312

Total 434,070 298,312


Interest bearing borrowings from banks payable on Demand.Secured

- From BankCash Credit Limits 9,775,028

9,617,360

(secured by hypotecation of inventory, book debts & personal guarantee of directors.)

Bank overdraft 29,587,653

88,549,185

Unsecured & Considered Good LoansFrom Related Parties 43,500,000

7,300,000

From Body corporates 20,000,000 38,270,578

Total 102,862,681 143,737,123


Micro Small and Medium Enterprises (MSME) - - Other than MSME 34,670

39,276,469

Total 34,670 39,276,469




Principal amount and interest due: - - Principal amount -

-

Interest due -

- Interest paid by Buyer in terms of section 16 of MSMED Act -

- Amount paid beyond the appointed day -

-

-

-

-

-

- -

Interest due and payable to supplier, for payment already made under MSMED Act

Amount of Interst accured and remaining unpaid at the end of accounting year

Amount of further interest remaining due and payable even in succeeding years

Note : 18

Other Current Financial Liabilities

* Term Loan from Kotak Mahindara Bank Secured against hypotecation of car Innova.

This includes loans repayable within one year : Kotak Mahindra Bank (Vehicle Loan): Rs 6,83,780 (31.03.2018 : Rs 7,15,758) .

**The figure of 31.03.2019 does not include the amount of Rs. 67,607/-transferred to Investor Education and Protection Fund.

Note : 19

Other Current Liabilities

Note : 20

Current Provisions

Employee benefits obligations

Gratuity

The Company provided gratuity for employees as per the Graturity Act, 1972. Employees who are in continuous service for a period of five

years are eligible for gratuity. The amount of gratuity is payable on retirement or termination whichever is earlier. The level of benefits

provided depends on the member's length of service and salary at retirement age. The gratuity plan is funded plan.(Also Refer Note 39)


Current maturities of long term borrowings (see note below)* 683,780 715,758 Unclaimed Dividend (see note below)** 112,454

180,061

Total 796,234 895,819


Advance From Customers 41,751,305 1,453,676

Other PayablesStatutory dues including TDS, TCS 524,658

2,094,397

Employee Benefits 271,309

36,136

Expenses Payable 2,203,209

6,391,303

Other Liabilities -

-

-

Total 44,750,481 9,975,512


Provision for employee benefitsGratuity Obligation (Refer Note 39) 6,159

4,466

Leave Encashment 44,422

50,505

Total 50,581 54,971


NOTES

Compensated absences

The leave obligation cover the Company's liability for earned leaves. (Also refer Note No. 2.12)

Note : 21

Current Tax Liabilities/(Assets)



Provision for TaxProvision for Tax 8,676,102

-

Prepaid Taxes (8,087,434)

Total 588,668 -

Note : 22

Revenue from Operations

Note : 23

Other Income

Note : 24

Purchase of Stock in Trade

Imported purchases are inclusive of Custom Duty & other incidental expenses

Particulars 2018-19 2017-18

Discount recd on DEPB - 579,918 Interest Income (FDR) 240,950 589,430 Misc Income 6,690

- Int. on Income Tax Refund -

3,460

Gain on Foreign Currency Fluctation -

2,744,632 Rate Difference 379,896

20,000

Unclaimed Credits -

2,000,000

Claim Receivable -

301,116

Excess provision w/back 301,443

-

Sundry Balance written/back 15,164

-

Detention Charges Refunded - 1,907,202

Total 944,143 8,145,758


Synthetic Rubber 54,901,885 189,962,768 Coal 645,740,743

18,063,870

Agro Products 203,603,367

387,248,885

Total 904,245,995 595,275,523


Purchase of Traded GoodsSynthetic Rubber

Domestic 2,299,500

8,099,200 Imported 29,203,887

187,687,844

Agro Products - Domestic 57,411,825

Imported 21,355,793

444,758,082

Coal 612,842,587 16,985,430Total 723,113,592 657,530,556




Inventories at the end of the yearSynthetic Rubber -

19,573,055

Coal 290,843

Agro Products 4,86,78,121

134,021,287

4,89,68,964

153,594,342

Inventories at the beginning of the year

Synthetic Rubber 19,573,055

2,259,662

Shares -

392,869


120,583,182

153,594,342 123,235,713

Net Increase 104,625,378 (30,358,629)

Note : 27

Financial Cost

Note : 26

Employee Benefits

Particulars 2018-19 2017-18 Salaries 3,827,871 2,233,580 MD Remuneration 900,000 998,495 CMD Remuneration -

220,000

CS Trainee Expenses 2,903

- Director Sitting Fee 30,000

- PF Statutory Expenses 22,820

28,315


50,505

Employer Cont. of ESI 58,249

41,323

Employer Cont. of PF 238,793

142,288

Retirement Benefit Expenses 75,000

-

Staff Welfare Expenses 329,558

404,897

Group Insurance of Employee 73,146

31,694

Expenses Related to Gratuity (Refer Note 39) 57,930 31,390

Total 5,660,692 4,182,487

Particulars 2018-19 2017-18 Interest Expenses on Short Term Borrowing

Interest expenses - Loans 4,473,341 2,369,553

Int/hire Purchase charges - Car 121,435

79,823 Interest on CC Limit 1,043,544

709,920

Letter of Credit Expenses -

246,359 Interest on Buyers Credit 147,097

-

Interest expenses - Banks 2,352,471

4,888,903

Other Bank charges 619,326 2,657,492Total 8,757,214 10,952,050

Note : 25

Changes in Inventories of Stock in Trade


NOTES

Note : 28

Other Expenses

Note

*Freight outward includes prior period expenses of Rs. 40700/- being immaterial has not been recasted as

per Ind As



Advertisement Expenses 50,020 41,579 Audit Fee (refer Note below) 215,940

222,510

Business Promotion Expenses 65,726

97,661 Bad Debts W/off 7,633,671

- Computer Expenses 64,449

44,505

Conveyance/Travelling Expenses 494,638

214,087

Credit Rating Expenses 35,000

35,000

Depositories Charges 55,036

52,037


-

Electricity/Water Expenses 343,804

357,774

Foreign Currency Fluctiuation 1,738,085

-

Freight outward* 186,394

2,700

General Expenses 1,248,114

960,426

Genset Expenses 20,033

27,598

Godown/Guest House /Office Rent/Ground Rent 1,457,622

582,700

Insurance Expenses 303,702

496,484

Internal Audit Fee 47,200

47,200 Interest , Penalty,Demand Income Tax/ TDS/TCS 191,702

1,946,428 Interest on Indirect Taxes 38,731

-

Membership/Subscription Fee 47,500

90,802

Office Running & Maintenance Expenses/Renovation Expenses 156,466

108,041

Penalty on Duty - DRI -

303,146

Postage & Courier Charges 75,488

160,891

Provision for Doubtful Debts -

56,662

Printing & Stationery Charges 112,903

154,427

Railways siding charges -

-

Professional Fee 473,071

263,800

Repair & Maintenance Charges 33,154

-

Retainership Fee 307,500

348,000

ROC Filing Fee 8,400

-

Sale Tax Demand 212,491

209,696

Service Charges Paid / Finance Arrangement Fees 517,412

583,980

Transaction Charges (Ncdex) 38,408 -Telephone / Internet Expenses 163,911 182,834Vehicle Running & Maintenance Expenses 475,579 722,685Warehouse Storage Charges 1,367,988 6,691,889

Total 18,345,520 15,005,540


Payment to auditor comprises as under: - Audit Fee 179,360 166,380 Tax Audit Fee 36,580

36,580

Fee for other services -

19,550 Total 215,940 222,510


NOTES

Note : 29

Major components of Income Tax Expenses consits of the following

1. Income Tax recongnised in Statement of Profit & Loss

Recognised in Other Comprehensive Income (OCI)

Deferred Tax on remeasurements of defined benefit plans 13745 14482

The Income tax expenses for the year can be reconciled to the accounting Profit as follows:

Note : 30

Earning per share

Basic EPS amounts are calculated by dividing the profit for the year attributble to equity holders by th weighted

average number of equity shares outstanding during the year.

Diluted EPS amounts are calculated by dividing the profit for the year attributble to equity holders by th weighted


Profit attributable to Equity Holders


Current Tax In respect of the current year 8,676,102

- Current Tax Adjustement pertaining to MAT (8,648,622)

Previous year Tax Adjustment -

18,828 Deferred Tax In respect of the current year 8,874,993

13,990,223

Tax expenses recognised through statement of profit and loss 8,902,473 14,009,051

As at 31st March, 2018

As at 31st March, 2019

Particulars

Profit before tax as per books 43,289,450 (55,169,651)

Income tax calculated 11,255,257

- Add: Tax Effect on non deductable expense 597,931

-

Less : Tax Effect on allowable expense (340,894)

-

Total 11,512,294

-

Less : Tax Effect on Brought forward losses (11,447,744)

-

Net Tax effect being Nil tax to be paid as per MAT -

-

Profit as per MAT 43,289,450

-

Income tax calculated as per MAT 8,901,722

-

Less : Tax Effect on allowable expense (253,100)

-

Interest on Delayed payment of Tax 27,480 -

Tax expense as per Statement of Profit & Loss account 8,676,102 -

Particulars As at


31st March, 2019


Net profit/(loss) attributable to equity shareholders (after taxes) 34,386,977 (41,160,601) Number of weighted shares outstanding at the end of the reporting period 3,698,000 3,698,000Basic & Diluted Earning Per Share 9.30 (11.13)


NOTES

Note : 31

Contingent Liabilities (not provided for) in respect of :

The Company does not have any other pending litigation for which provisions are required to be disclosed

as contingent liabilities.

Note : 32

Expenditure and Earnings in Foreign Currencies

Note : 33

Value of Imports on CIF Basis


Contingent Liabilities 31.03.2019 31.03.2018Foreign LCs - 138,885,986 Bank Guarantee (Indian) - - Corporate Guarantee -

-

Sale Tax Demand F.Y. 2013-14 1,774,874

Nil Demands not acknowledged as debts and not provided for, in respect of which the matters are in appeal and exclusive of the effect of similar matters in respect of assessments remaining to be completed

Nil

Particulars 31.03.2019 31.03.2018

Expenditure Nil NilEarnings Nil Nil

Particulars 31.03.2019 31.03.2018Trading Goods 1039 (lacs) 5917 (lacs)

Note : 34

Related Parties have been identified as defined under Clause 9 of Accounting Standard (Ind AS 24)

"Related Party Disclosures”

Disclosure in respect of Related Party Disclosure (Ind AS -24)

The Management has identified the following Companies and individuals as related parties of the Company for the

year ended 31st March, 2019 for the purposes of reporting as per (Ind AS -24) “Related Party Transactions”:-

(A) Name of related parties and description of relationship:

1. Subsidiaries

Alsan Rubber And Chemicals Pvt. Ltd. 100% Holding (w.e.f. 30.07.2014)

2. Fellow Subsidiaries Nil

3. Associates Nil

4. Key Managerial Personnel & their Relatives

Mr. Gajraj Jain - Chairman Cum Managing Director

Mrs. Hemlata Jain - Woman Director

Mr. Akash Jain - Joint Managing Director (till 07.02.2019)

Mr. Amar Singh - Chief Financial Officer

Mrs. Mansi Mehta - Company Secretary



(B) Transactions with Related Parties during the Financial Year and Outstanding Balances as on 31.03.2019

2019 2018 2019 2018 2019 2018

Loans Received 5,167,795

59,155,000

82,550,000

45,950,000

-

-

Loans Repaid 13,795,345

77,450,000

39,450,000

47,400,000

-

-

Amount Received 15,032,205 -

Directors Remuneration 900,000 1,218,495 - -

Trading Transactions - 885,000 - - - -

Expenses Payable 220,161

270,161

-

-

Balances with related partiesBorrowings 43,500,000

7,300,000

-

-

Loans and Advances 8,627,550

Receivable 15,032,205 - -

Key Mgt Personnel Entities of Relative of KMPSubsidiariesNature of Transactions

Amount in `

Note : 35


Under IGAAP, the Company recognised provision on Trade Receivables based on specific provisions to reflect the

company's expectation. Under Ind AS, impairment of Trade Receivables shall be recognised based on Expected

Credit Loss.

Trade Receivables

The company's exposure to credit risk is influenced mainly by the individual characteristics of each customer, Credit

risk is managed through credit approvals, establishing credit limits and continususly monitoring the creditworthiness

of customers to which the company granst credit terms in the normal course of business.

The Company uses an allowance matrix to measure the expected credit losses of trade receivables (which are

considered good). The following table provides information about the exposure to credit risk and loss allowance

(including expected credit loss provision) for trade receivables:

Gross carrying amount

Weighed average loss rate

Loss allowancesGross carrying

amount

Weighed average loss

rateLoss allowances

Not Due 133,412,280

0.00% -

40,104,992

0.00% -

0-90 Days - 0.14% -

4,943,433 0.14% 6,984

90-180 Days 12,094,038 0..38% 45957 2,150,675 0.38% 8,204

181-270 Days 76,880 0.74% 569 5,743,150 0.74% 42,489

271-365 Days 7,590,386 1.63% 123,723 1,080,540 1.63% 17,634

above 365 Dsys 10,483,395 2.50% 262,085 26,338,622 2.50% 658,466

163,656,979 432,334 80,361,412 733,777

31.03.201831.03.2019



Note : 36

Financial risk management

The company's Board of Directors has overall responsibility for the establishment and oversight of the Company's

risk management framework. The Board of Directors has established the Audit Committee, which is responsible for

developing and monitoring the Company's risk management policies. The Committees reports regularly to the Board

of Directors on its activities.

The Company's risk management policies are established to identify and analyse the risk faced by the Company, to set

appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and

systems are reviewed regularly to reflect changes in market conditions and the Company's activities. The Company''s

Audit Committee overees how management monitors compliance with the Company's risk management policies and

procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the

Company. The Audit Committee is assisted in its oversight role by an internal audit team. Internal audit team

undertakes both regular and adhoc reviews of risk management controls and procedures, the results of which are

reported to the Audit Committee. (including expected credit loss provision) for trade receivables:

The Company has exposure to the following risks arising from financial instruments:

Credit Risk

Liquidity Risk

Market Risk

Credit risk :

Credit risk is the risk of fiancial loss to the company if a customer or counterparty to a financial instrument fails to

meet its contranctual obligations, and arises principally from the Company's receivables from customers and

investment securities. Credit risk is managed through credit approvals, establishing credit limits and continuously

monitoring the creditworthiness of customeres to which the company grants credit terms in the nromal course of

business. The compay establishes an allowance for doubtful debts and impairment that represents its estimate of

incurred losses in respect of trade and other receivables and investments.

The maximum exposure to credit risk in case of all the financial instruments covered below is restricted to their

respective carrying amount.

Liquidity Risk

Liquidty risk is the risk that the Company will encounter if there is difficulty in meeting the obligations associated with

its financial liabilities that are settled by delivering cash or another financial asset. The Company's approach to

managing liquifity is to ensoure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they

are due, under both normal and stressed conditions, without incurring unaceptable losses or risking damage to

Company's reputation.

Maturities of financial liabilities

Non- Derivative Financial Liabilities

Particulars Due in 1st Year Due in 2nd Year Due in 3rd Year Total

Borrowing 102,862,681

Vehicle Loans 683,780 425,585 - 1,109,365

Trade Payables 34,668 - - 34,668

109,754

2,700

-

112,454

Other Current financial Liabilities

March 31, 2019


U.S. Dollars

U.S. Dollars

Foregin CurrencyAs at

March 31st, 2019As at

March 31st, 2018

-

39,244,139

-

-

-

(39,244,139)

Trade Receivables

Net Receivable/ (Payables)

Particulars

Trade Payables

Particulars NoteAs at

March 31st, 2019

14 & 16 103,288,266

144,846,488

Less : Cash and Cash equivalents 9 796,806

858,853

Net Debt 102,491,460

143,987,635Total Equity 12 & 13 118,129,249 83,903,727

Gearing Ratio - % 86.76 171.61

Borrowing includingTerm Loans

As at March 31st, 2018

Market Risk

Market risk is the risk that the changes in market prices such as foreign exchange rates, interest rates and equity prices

will affect the Company's income or the value of its holdings of financial instruments. The objective of market risk

management is to manage and control market risk exposures within acceptable parameters, while optimising the

return.

The Company uses derivatives to manage its exposure to foregin currency risk and interest rate risk. All such

transactions are carried out within the quidelines set by the risk management committee.

Foreign Currency Risk

The primay market risk to the Company's is foreign exchange risk. The Company is exposed to foreign exchange risk

through its purchases from overseas suppliers and payment of services availed in various foreign currencies. The

Comapy pays off its foreign exchange exposure within a short period of time, thereby mitigating the risk of material

changes in exchange rate of foreign currency exposure.

The following tables displays foreign currency risk from financial istruments as at March 31, 2019 and March 31,

2018:

March 31, 2018

Particulars Due in 1st Year Due in 2nd Year Due in 3rd Year Total

Borrowing 143,737,123 Vehicle Loans 715,758 1,109,365 - 1,825,123 Trade Payables 39,276,459

-

-

39,276,459

67,607

109,754

2,700

180,061


Capital Risk Management

The Company manages its capital to ensure that it will be able to continue as a going concern. The structure is

managed to maintain an investment grade credit rating, to provide ongoing returns to shareholders and to service

debt obligations, whilst maintaining maximum operational flexibility.

Consistent with others in the industry, the Company monitors capital on the basis of the gearing ratio. This ratio is

calculated as net debt divided by Equity. Net debt is calcculated as total borrowings (including 'current and non-

current term loans' as shown in the balance sheet) less cash and cash equivalents.




Note : 37

FINANCIAL INSTRUMENTS

Financial Assets

Carrying Amount Fair Value Carrying Amount Fair Value

1. Financial assets designated at amortised cost A

a) Trade receivables 163,224,645 163,224,645 79,627,636 79,627,636

b) Cash & Cash Equivalents 796,808 796,808 958,853 958,853

c) Other bank balances 1,218,454 1,218,454 5,014,644 5,014,644

d) Other Current Assets 34,530,439 34,530,439 10,871,647 10,871,647

e) Other Non Current Assets 3,063,475 3,063,475 2,518,048 2,518,048

Particulars Note Fair Value HierarchyAs at March 31,2019 As at March 31,2018



1. Financial liability designated at amortised cost

a) Borrowings (Non-Current) B 425,585 425,585 1,109,365 1,109,365

c) Borrowings 102,862,681 102,862,681 143,737,123 143,737,123

d) Trade Payables 34,668 34,668 39,276,469 39,276,469

e) Other Financial Liabilities (Current) 796,234 796,234 895,819 895,819

f) Other Current Liabilities 44,750,481 44,750,481 9,975,512 9,975,512

Particulars Note Fair Value HierarchyAs at March 31,2019 As at March 31,2018

The fair value of financial assets and liabilities are included at the amount at which the instrument could be exchanged

in a current transaction between willing parties, other than in a forced or liquidation sale.

The following methods and assumptions were used to estimate the fair values.

A. The fair value of cash and cash equivalents, bank balances other than Cash and cash equivalents, trade

receivables, loans, current financial assets, trade payables and current financial liabilities approximate their

carrying amount, largely due to the short-term nature of these instruments. The change in the Fair Value

of Non-Current Financial Asset and Liability is insignificant and hence carrying value and fair value is

taken same.

B. Long-term borrowings measured at amortized cost are evaluated by the Company based on parameters

such as interest rates, specific country risk factors, credit risk and other risk characteristics. Fair value of

borrowings approximates their carrying values. Risk of other factors for the company is considered to be

insignificant in valuation.

Fair value hierarchy

Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either

directly (i.e. as prices) or indirectly (i.e. derived from prices).

Level 3 - Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs).



Note : 38

Securities for Borrowings

Short Term Borrowings:

SBI - Cash Credit

Sanctioned - Fund Based - 3 Crores 12.80%

- Non Fund Based - 3 Crores31.03.2019 9,775,028

Fully Repaid

31.03.2018 9,617,360

Bank Overdraft

Yes Bank 31.03.2019 29,587,653 Lien on Agro Commodities ROI - 9.95%

Yes Bank 31.03.2018 49,210,041 Personal Guarantee of the Directors Fully Repaid

IDBI Bank 31.03.2019 -

Lien on Agro Commodities ROI - 9.80%

IDBI Bank 31.03.2018 39,339,144

Personal Guarantee of the Directors Fully Repaid

Loans & advances from related parties 31.03.2019 43,500,000

Unsecured Loan Int. Free

31.03.2018 7,300,000

Loans & advances from other parties 31.03.2019 20,000,000

Unsecured Loan ROI - 12%

31.03.2018 38,270,578

Fully Repaid

Particulars Year Amount SecurityROI on

Reporting Date

Hypothecation of Inventories finished goods and hypothecation of all present and future book debts/cheques receivables financed. Personal Guarantee and property of the Directors

Assets / Liability 31.03.2019 31.03.2018

Present value of obligation 440229 3,02,778

Fair value of plan assets 511778 3,09,913

Net assets / (liability) recognized in balance sheet as provision 71,549 7,135

Note 39

Disclousre pursuant to Employee Benefits

Defined Benefit Plans - Gratuity

A) Scope & Purpose

The actury carried out the actuarial valuation of your company for the above purpose on request. This report has

been prepared with the objective of identifying the financial status and required disclosure figures of actuarial liability

for Gratuity liability of the employees, in accordance with IND AS 19. This report does not constitute a formal

funding actuarial valuation of the Plan and does not present any recommendation of contributions or funding levels.

The amounts given in this report are in Indian rupees (INR). The report must be considered in its entirety. Individual

sections if considered in isolation could be misleading.

B) Summary of results


NOTES

2. Summary of membership data

3. Actuarial Assumptions

Company attention was drawn to provisions of accounting standard that actuarial assumptions are an entity’s

best estimates of variables that will determine the ultimate cost of providing post employment benefits and shall

be unbiased & mutually compatible.

a) Economic Assumptions

The principal assumptions are the discount rate & salary growth rate. The discount rate is generally based

upon the market yields available on Government bonds at the accounting date relevant to currency of

benefit payments for a term that matches the liabilities. Salary growth rate is company’s long term best

estimate as to salary increases & takes account of inflation, seniority, promotion, business plan, HR policy

and other relevant factors on long term basis as provided in relevant accounting standard. These valuation

assumptions are as follows & have been received as input from you.

b) Demographic Assumption

Attrition rates are the company’s best estimate of employee turnover in future determined considering

factors such as nature of business & industry, retention policy, demand & supply in employment market,

standing of the company , business plan, HR Policy etc as provided in the relevant accounting standard.

Attrition rates as given below have been received as input from the company.

4. Actuarial Method

a) I have used the projected unit credit (PUC) actuarial method to assess the plan's liabilities allowing for

retirement, death-in-service and withdrawal and also compensated absence while in service.


31.03.2019 31.03.2018

Number of employees 10 7

Total Monthly Salary (Lakhs) 1.45 0.89

Average Past Service (Years) 6.22 7.57

Average Age (Years) 36.09 38.66

Average remaining working life (Years) 21.91 19.34

weighted average duration 18.79 16.81

31.03.2019 31.03.2018

i) Discounting Rate 7.66 7.71

ii) Future salary Increase 6.00 6.00

31.03.2019 31.03.2018

i) Retirement Age (Years) 58 58

ii) Mortality rates inclusive of provision for disability ** 100% of IALM

Withdrawal Withdrawal

Rate (%) Rate (%)

Up to 30 Years 1 1

From 31 to 44 years 1 1

Above 44 years 1 1

iii) Attrition at Ages


NOTES

b) Under the PUC method a projected accrued benefit is calculated at the beginning of the period and again at

the end of the period for each benefit that will accrue for all active members of the plan. The projected

accrued benefit is based on the plan accrual formula and upon service as at the beginning and end of the

period, but using member's final compensation, projected to the age at which the employee is assumed to

leave active service. The plan liability is the actuarial present value of the projected accrued benefits as on

the date of valuation for active members.

5. Scale of Benefits

No discretionary benefits policy of past & future have been reported & valued by me.

No Change in benefit scales has been reported since the last valuation.

6. Plan Liability

The actuarial value of gratuity liability calculated on the above assumptions works out as under.

7. Service Cost

8. Net Interest Cost


Salary for calculation of gratuity

Vesting Period

Benefit on normal retirement

Benefit on early retirement / withdrawal / resignation

Benefit on death in service

Limit

Last drawn qualifying salary.

5 years of service.

As per the provisions of payment of Gratuity Act 1972 as amended.Same as normal retirement benefit based on service upto the date of exit.

Same as normal retirement benefit based on service upto the date of death & no vesting conditions apply.

20.00 Lakhs.

Date Ending 31.03.2019 31.03.2018

Present value of obligation as at the end of the period 440229 3,02,778

31.03.2019 31.03.2018

Current Service Cost 58,480 38,535

Past Service Cost including curtailment Gains/Losses -- --

Gains or Losses on Non routine settlements -- --

Total Service Cost 58,480 38,535

31.03.2019 31.03.2018

Interest Cost on Defined Benefit Obligation 23,344 31,802

Interest Income on Plan Assets 23,894 38,947

Net Interest Cost (Income) -550 -7,145


NOTES

9. Change in Benefit Obligation

10. Bifurcation of Actuarial Gain/Loss on Obligation

Significance of actuarial gain/loss - Recurring significant amount of actuarial gain/loss arising from experience as

percentage of PBO in a year indicates that valuation assumptions need reconsideration unless it is caused by some

exceptional event during the inter-valuation period.

11. Actuarial Gain/Loss on Plan Asset

12. Balance Sheet and related analysis

13. The amounts recognized in the income statement.


31.03.2019 31.03.2018

Present value of obligation as at the 302778 4,21,778

beginning of the period

Acquisition adjustment -- --

Interest Cost 23,344 31,802

Service Cost 58,480 38,535


Benefits Paid -- (2,36,354)

Total Actuarial (Gain)/Loss on Obligation 55,627 47,017


End of the period --

31.03.2019 31.03.2018

Actuarial (Gain)/Loss on arising from Change in Demographic Assumption -- --

Actuarial (Gain)/Loss on arising from Change in Financial Assumption 2,296 -5,730

Actuarial (Gain)/Loss on arising from Experience Adjustment 53,331 52,747

31.03.2019 31.03.2018

Expected Interest Income 23,894 38,947

Actual Income on Plan Asset 26,139 29,724

Actuarial gain /(loss) for the year on Asset 2,245 -9,223

31.03.2019 31.03.2018

Present Value of the obligation at end 440229 3,02,778


Unfunded Liability/provision in Balance Sheet 71,549 7,135

31.03.2019 31.03.2018


Net Interest Cost -550 -7,145

Expense recognized in the Income Statement 57,930 31,390


NOTES

14. Other Comprehensive Income (OCI)

15. Change in plan assets

16. Major categories of plan assets (as percentage of total plan assets)

17. Change in Net Defined Benefit Obligation

18. Bifurcation of PBO at the end of year in current and non current.


31.03.2019 31.03.2018

Net cumulative unrecognized actuarial gain/(loss) opening

Actuarial gain / (loss) for the year on PBO -55,627 -47,017


Unrecognized actuarial gain/(loss) at the end of the year -53,382 -56,240

31.03.2019 31.03.2018

Fair value of plan assets at the beginning of the period 309913 5,16,543

Actual return on plan assets 26,139 29,724

Employer contribution 175726 --

Benefits paid -- (2,36,354)

Fair value of plan assets at the end of the period 511778 3,09,913

31.03.2019 31.03.2018

Government of India Securities -- --

State Government securities -- --

High Quality Corporate Bonds -- --

Equity Shares of listed companies -- --

Property -- --

Funds Managed by Insurer 100% 100%

Bank Balance -- --

Total 100% 100%

31.03.2019 31.03.2018

Net defined benefit liability at the start of the period -7,135 -94,765



Net Interest cost (Income) -550 -7,145

Re-measurements 53,382 56,240

Contribution paid to the Fund -175726 --

Benefit paid directly by the enterprise -- --

Net defined benefit liability at the end of the period -71,549 -7,135

31.03.2019 31.03.2018

Current liability (Amount due within one year) 6,159 4,466

Non-Current liability (Amount due over one year) 434070 2,98,312

Total PBO at the end of year 440229 3,02,778


NOTES

19. Expected contribution for the next Annual reporting period.

20. Sensitivity Analysis of the defined benefit obligation.

Sensitivities due to mortality & withdrawals are not material & hence impact of change due to these not calculated.

Sensitivities as rate of increase of pensions in payment, rate of increase of pensions before retirement & life

expectancy are not applicable.

21. Maturity Profile of Defined Benefit Obligation


31.03.2019 31.03.2018


Net Interest Cost -5481 -550

Expected Expense for the next annual reporting period 64,897 43,128

a) Impact of the change in discount rate

Present Value of Obligation at the end of the period 440229

Impact due to increase of 0.50% -23,308

Impact due to decrease of 0.50 % 25,397

b) Impact of the change in salary increase


Impact due to increase of 0.50% 25,686

Impact due to decrease of 0.50 % -23,767

Year Amount

0 to 1 Year 6159

1 to 2 Year 5262

2 to 3 Year 5320

3 to 4 Year 4639

4 to 5 Year 3622

5 to 6 Year 3769

6 Year onwards 411458



Note : 40

Segment Reporting

The Company is predominantly engaged in commodities trading of Rubber & Chemicals, Agro Products and Coal,

which has been identified as main business segment.

2018-19 2017-18 2018-19 2017-18 2018-19 2017-181 Revenue

Intersegment Sale 9046.46

5,952.76

-

-

-

5,952.76Other Income -

-

9.44

81.46

9.44

81.46Total Net Sale/Income from operations -

5,952.76

-

81.46

-

6,034.22

2 ResultsSegment Results -

(471.21) -

-

520.46

(471.21)Operating Profit/(Loss) 520.46 (471.21)Intrest Exp. 87.57 80.48Profit/(Loss) Before Tax 432.89 (551.69)Exceptional Items - -Tax Expenses 8902 140.45Profit/(Loss) After Tax 343.87 (411.24)

3 Other InformationSegment Assets -

2792.51 -

-

2681.94

2,792.51

Segment Liablilities -

1953.48 -

-

1499.43

1,953.484 Other

Capital Expenditure -

-

-

-

-

0.00Depreciation -

-

12.79

13.98

Non cash expenses other than - - - - - -

S No. ParticularsCommodities Other unallocable Total

Note : 41

Previous year figures have been regrouped / rearranged wherever considered necessary to make them comparable with those of the current year.

As per our Report of even date.



FRN: 01659IN

For and on behalf of the Board of Directors




Gajraj JainChairman cum Managing Director

DIN-00049199

Prakash GoyalDirector

DIN-02598736

Mansi MehtaCompany Secretary

Amar SinghChief Financial Officer

9042.46

520.46

13.98


FINANCIAL STATEMENTS

CONSOLIDATED







To The Members of

M/s Chandra Prabhu International Ltd

Report on the Audit of the Consolidated Financial Statements

Opinion

We have audited the accompanying consolidated financial statements of Chandra Prabhu International

Limited (hereinafter referred to as “the Holding Company”) and its subsidiary (Holding Company and its

subsidiary together referred to as “the Group”), which comprise the consolidated balance sheet as at 31

March 2019, and the consolidated statement of profit and loss (including other comprehensive income), the

consolidated statement of changes in equity and the consolidated statement of cash flows for the year then

ended, and notes to the consolidated financial statements, including a summary of significant accounting

policies and other explanatory information (hereinafter referred to as “the consolidated financial

statements”).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid

consolidated financial statements give the information required by the Companies Act, 2013 ('the Act') in the

manner so required and give a true and fair view in conformity with the accounting principles generally

accepted in India, of the consolidated state of affairs of the Group as at 31 March 2019, of its consolidated

profit and other comprehensive income, consolidated changes in equity and consolidated cash flows for the

year then ended.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10)

of the Act. Our responsibilities under those SAs are further described in the Auditor's Responsibilities for the

Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in

accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India ('ICAI'), and

we have fulfilled our other ethical responsibilities in accordance with the provisions of the Act. We believe

that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters ('KAM') are those matters that, in our professional judgment, were of most significance in

our audit of the consolidated financial statements of the current period. These matters were addressed in the

context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon,

and we do not provide a separate opinion on these matters.We have determined that there is no key audit

matter to be communicated in our report.

Independent Auditors’ Report







Information Other than the Financial Statements and Auditor's Report Thereon

The Holding Company's Board of Directors are responsible for the other information. The other

information comprises the information included in the Holding Company's Annual Report, but does not

include the consolidated financial statements and our auditors' report thereon.

Our opinion on the consolidated financial statements does not cover the other information and we do not

express any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other

information and, in doing so, consider whether the other information is materially inconsistent with the

consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be

materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other

information; we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Consolidated

Financial Statements

The Holding Company's management and Board of Directors are responsible for the preparation and

presentation of these consolidated financial statements in terms of the requirements of the Act that give a

true and fair view of the consolidated state of affairs, consolidated profit/loss and other comprehensive

income, consolidated statement of changes in equity and consolidated cash flows of the Group in

accordance with the accounting principles generally accepted in India, including the Indian Accounting

Standards (Ind AS) specified under Section 133 of the Act. The respective Board of Directors of the entities

included in the Group are responsible for maintenance of adequate accounting records in accordance with

the provisions of the Act for safeguarding the assets of each entity and for preventing and detecting frauds

and other irregularities; the selection and application of appropriate accounting policies; making judgments

and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate

internal financial controls that were operating effectively for ensuring the accuracy and completeness of the

accounting records, relevant to the preparation and presentation of the consolidated financial statements

that give a true and fair view and are free from material misstatement, whether due to fraud or error, which

have been used for the purpose of preparation of the consolidated financial statements by the Directors of

the Holding Company, as aforesaid.

In preparing the consolidated financial statements, the respective management and Board of Directors of

the entities included in the Group are responsible for assessing the ability of each entity to continue as a going

concern, disclosing, as applicable, matters related to going concern and using the going concern basis of

accounting unless management either intends to liquidate the entity or to cease operations, or has no realistic

alternative but to do so.







The respective Board of Directors of the entities included in the Group is responsible for overseeing the

financial reporting process of each entity.

Auditor's Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a

whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that

includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit

conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements

can arise from fraud or error and are considered material if, individually or in the aggregate, they could

reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated

financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional

scepticism throughout the audit. We also:

? Identify and assess the risks of material misstatement of the consolidated financial statements,

whether due to fraud or error, design and perform audit procedures responsive to those risks, and

obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk

of not detecting a material misstatement resulting from fraud is higher than for one resulting from

error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the

override of internal control.

? Obtain an understanding of internal control relevant to the audit in order to design audit

procedures that are appropriate in the circumstances. Under Section 143(3)(i) of the Act, we are

also responsible for expressing our opinion on whether the entity has adequate internal financial

controls system in place and the operating effectiveness of such controls.

?Evaluate the appropriateness of accounting policies used and the reasonableness of accounting

estimates and related disclosures made by management.

?Conclude on the appropriateness of management's use of the going concern basis of accounting

in preparation of consolidated financial statements and, based on the audit evidence obtained,

whether a material uncertainty exists related to events or conditions that may cast significant doubt

on the appropriateness of this assumption. If we conclude that a material uncertainty exists, we

are required to draw attention in our auditors' report to the related disclosures in the consolidated

financial statements or, if such disclosures are inadequate, to modify our opinion. Our

conclusions are based on the audit evidence obtained up to the date of our auditors' report.

However, future events or conditions may cause the Group (Holding company and subsidiaries)

to cease to continue as a going concern.







? Evaluate the overall presentation, structure and content of the consolidated financial statements,

including the disclosures, and whether the consolidated financial statements represent the

underlying transactions and events in a manner that achieves fair presentation.

? Obtain sufficient appropriate audit evidence regarding the financial information of such entities

or business activities within the Group to express an opinion on the consolidated financial

statements. We are responsible for the direction, supervision and performance of the audit of

financial information of such entities.

We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit

opinion on the consolidated financial statements.

We communicate with those charged with governance of the Holding Company and such other entities

included in the consolidated financial statements of which we are the independent auditors regarding,

among other matters, the planned scope and timing of the audit and significant audit findings, including any

significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical

requirements regarding independence, and to communicate with them all relationships and other matters

that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were

of most significance in the audit of the consolidated financial statements of the current period and are

therefore the key audit matters. We describe these matters in our auditors' report unless law or regulation

precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a

matter should not be communicated in our report because the adverse consequences of doing so would

reasonably be expected to outweigh the public interest benefits of such communication.

Other Matter

We did not audit the financial statement of subsidiary company i.e. M/s. Alsan Rubber & Chemicals Pvt. Ltd. stwhose financial statements reflects Total Assets of Rs 209.15 lacs as on 31 March 2019, total revenue of Rs

70.74 Lacs and net cash outflow amounting to Rs 14.46 lacs for the year ended on that date, as considered in

the consolidated financial statements. These financial statements have been audited by other auditors whose

reports have been furnished to us by the Management and our opinion on the consolidated Ind AS financial

statements, in so far as it relates to the amounts and disclosures included in respect of this subsidiary are

based solely on the reports of the other auditor.

Our opinion on the consolidated financial statements and our report on other Legal and Regulatory

requirements below, is not modified in respect of the above matters with respect to our reliance on the work

done and the reports of the other auditor and the financial statements/ financial information certified by the

Management.







Report on Other Legal and Regulatory Requirements

A. As required by Section 143(3) of the Act, based on our audit, we report, to the extent applicable,

that:

a) We have sought and obtained all the information and explanations which to the best of our

knowledge and belief were necessary for the purposes of our audit of the aforesaid

consolidated financial statements.

b) In our opinion, proper books of account as required by law relating to preparation of the

aforesaid consolidated financial statements have been kept so far as it appears from our

examination of those books.

c) The consolidated balance sheet, the consolidated statement of profit and loss (including

other comprehensive income), the consolidated statement of changes in equity and the

consolidated statement of cash flows dealt with by this Report are in agreement with the

relevant books of account maintained for the purpose of preparation of the consolidated

financial statements.

d) In our opinion, the aforesaid consolidated financial statements comply with the Ind AS

specified under Section 133 of the Act, read with rule 7 of the Companies (Accounts) Rules

2014 as amended.

e) On the basis of the written representations received from the directors of the Holding

Company and its subsidiaries which are incorporated in India, as on 31 March 2019 and taken

on record by the Board of Directors of respective companies, none of the directors of the

Group companies incorporated in India is disqualified as on 31 March 2019 from being

appointed as a director in terms of Section 164(2) of the Act.

f) With respect to the adequacy of the internal financial controls with reference to financial

statements of the Holding Company and its subsidiary companies incorporated in India and

the operating effectiveness of such controls, refer to our separate report in Annexure A. Our

report expresses an unmodified opinion on the adequacy and operating effectiveness of the

Group internal financial controls over financial reporting.

g) With respect to the other matters to be included in the Auditor's Report in accordance with

the requirements of section 197(16) of the Act, as amended, according to the information

and explanation given to us, the Company has paid remuneration to its directors during the

year in accordance with the requirements of section 197 of the Act;

h) With respect to the other matters to be included in the Auditors' Report in accordance with

Rule 11 of the Companies (Audit and Auditor's) Rules, 2014, in our opinion and to the best

of our information and according to the explanations given to us:







i. The consolidated financial statements disclose the impact of pending litigations as at 31

March 2019 on the consolidated financial position of the Group. Refer Note 31 to the

consolidated financial statements.

ii. The Group did not have any long-term contracts including derivative contracts for which

there were any material foreseeable losses;

iii. There has been no delay in transferring amounts to the Investor Education and Protection

Fund by the Holding Company and its subsidiary companies incorporated in India during

the year ended 31 March 2019.



FRN 016591N

C A Sanjay Gupta

Partner

M. No. 093321

Place: New DelhithDated: 28 May, 2019







Annexure “A” to the Independent Auditor's Report on Consolidated Financial Statements

(Referred to in paragraph 1(f) under 'Report on Other Legal and Regulatory Requirements' section of our

report to the members of Chandra Prabhu International Limited of even date)

Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub-

section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

In conjunction with our audit of the consolidated financial statements of the Company as of and for the year

ended March 31, 2019, we have audited the internal financial controls over financial reporting of Chandra

Prabhu International Ltd. (hereinafter referred to as “the Holding Company”) and its subsidiaries and its

associates for the year ended 31stMarch, 2019, which are companies incorporated in India, as of that date.

Management's Responsibility for Internal Financial Controls

The respective Board of Directors of the Holding company and its subsidiary companies and its associate

companies, which are companies incorporated in India, are responsible for establishing and maintaining

internal financial controls based on the internal control over financial reporting criteria established by the

respective Companies considering the essential components of internal control stated in the Guidance Note

on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered

Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of

adequate internal financial controls that were operating effectively for ensuring the orderly and efficient

conduct of its business, including adherence to the respective company's policies, the safeguarding of its

assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting

records, and the timely preparation of reliable financial information, as required under the Companies Act,

2013.

Auditor's Responsibility

Our responsibility is to express an opinion on the internal financial controls over financial reporting of the

Holding Company and its subsidiary companies and its associate companies, which are companies

incorporated in India, based on our audit. We conducted our audit in accordance with the Guidance Note on

Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) issued by the Institute

of Chartered Accountants of India and the Standards on Auditing, prescribed under Section 143(10) of the

Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standards and

the Guidance Note require that we comply with ethical requirements and plan and perform the audit to

obtain reasonable assurance about whether adequate internal financial controls over financial reporting was

established and maintained and if such controls operated effectively in all material respects.







Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal

financial controls system over financial reporting and their operating effectiveness. Our audit of internal

financial controls over financial reporting included obtaining an understanding of internal financial controls

over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the

design and operating effectiveness of internal control based on the assessed risk. The procedures selected

depend on the auditor's judgement, including the assessment of the risks of material misstatement of the

financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained and the audit evidence obtained by the other auditors of

the subsidiary companies and associate companies, which are companies incorporated in India, in terms of

their reports referred to in the Other Matters paragraph below, is sufficient and appropriate to provide a basis

for our audit opinion on the internal financial controls system over financial reporting of the Holding

Company and its subsidiary companies and its associate companies, which are companies incorporated in

India.

Meaning of Internal Financial Controls Over Financial Reporting

A company's internal financial control over financial reporting is a process designed to provide reasonable

assurance regarding the reliability of financial reporting and the preparation of financial statements for

external purposes in accordance with generally accepted accounting principles. A company's internal

financial control over financial reporting includes those policies and procedures that (1) pertain to the

maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and

dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as

necessary to permit preparation of financial statements in accordance with generally accepted accounting

principles, and that receipts and expenditures of the company are being made only in accordance with

authorizations of management and directors of the company; and (3) provide reasonable assurance

regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's

assets that could have a material effect on the financial statements.

Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the

possibility of collusion or improper management override of controls, material misstatements due to error

or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls

over financial reporting to future periods are subject to the risk that the internal financial control over

financial reporting may become inadequate because of changes in conditions, or that the degree of

compliance with the policies or procedures may deteriorate.







Opinion

In our opinion to the best of our information and according to the explanations given to us and based on the

consideration of the reports of the other auditors referred to in the Other Matters paragraph below, the

Holding Company and its subsidiary companies and its associate companies, which are companies

incorporated in India, have, in all material respects, an adequate internal financial controls system over

financial reporting and such internal financial controls over financial reporting were operating effectively as

at March 31, 2019, based on the internal control over financial reporting criteria established by the respective

companies considering the essential components of internal control stated in the Guidance Note on Audit

of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of

India.

Other Matter

Our aforesaid report under Section 143(3)(i) of the Act on the adequacy and operating effectiveness of the

internal financial control over financial reporting in so far as it relates to four subsidiary companies and its

associates, which were incorporated in India, is based on the corresponding report of the auditor of such

companies incorporated in India.



FRN 016591N

C A Sanjay Gupta

Partner

M. No. 093321

Place: New DelhithDated: 28 May, 2019


BALANCE SHEET

Consolidated Balance Sheet as at 31st March, 2019


Particulars Notes As at


31st March, 2018

ASSETS(1) Non-Current Assets(a) Property, Plant and Equipment 3 11,117,843 13,144,655(b) Goodwill on Consolidation 824,240 824,240(c) Financial Assets

(i) Investment 4 3,032 3,032(d) Deferred tax assets (net) 5 8,586,028 16,878,129(e) Other Non-Current Assets 6 4,354,618

3,809,192

Total Non-Current Assets 24,885,761

34,659,248

(2) Current Assets(a) Inventories 7 48,968,964

159,420,012

(b) Financial Assets(i) Trade Receivables 8 171,843,772

104,120,250

(ii) Cash and Cash Equivalents 9 1,085,530

2,693,980

(iii) Bank Balances other than (iii) above 10 1,218,454

5,014,644

(c) Other current assets 11 27,303,254

12,957,740

Total Current Assets 250,419,974

284,206,626

Total Assets 275,305,735

318,865,874

EQUITY AND LIABILITIESEquity(i) Equity Share Capital 12 36,980,000

36,980,000

(ii) Other Equity(b) Others Reserves 13 80,870,660

47,267,838

Total Equity 117,850,660

84,247,838

Liabilities(1) Non-Current Liabilities(a) Financial Liabilities

(i) Borrowings 14 557,138 1,631,042 (ii) Other Financial Liabilities - -

(b) Provisions 15 434,070 298,312 Total Non-Current Liabilities 991,208

1,929,354

(2) Current Liabilities

(a) Financial Liabilities(i) Borrowings 16 102,862,681

168,982,368

(ii) Trade Payables 17 5,247,036

46,484,183

(iii) Other Financial Liabilities 18 1,186,358

1,253,374

(b) Other Current Liabilities 19 46,528,543

15,913,786

(c) Provisions 20 50,581

54,971

(d) Current Tax Liabilities 21 588,668

-

Total Current Liabilities 156,463,867

232,688,682

Total Equity and Liabilities 275,305,735 318,865,874

Significant Accounting Policies 1 & 2The accompanying notes are an integral part of the financial statements



For and on Behalf of the Board Chandra Prabhu International Ltd.


DIN-00049199

Prakash Goyal Director

DIN-02598736





S No Particulars Note 2018-19 2017-18

I Revenue from operations 22 911,273,432 662,671,623

II Other Income 23 990,774 9,096,248

III Total Revenue (I +II) 912,264,206 671,767,871

IV Expenses:

Purchase of Stock-in-Trade 24 723,113,592 725,939,672

Changes in inventories of Stock-in-Trade 25 110,451,048

(36,184,299)

Employee Benefits Expense 26 5,790,192

5,881,233

Finance Costs 27 10,037,428

14,314,040

Depreciation 3 2,011,476

1,955,876

Other Expenses 28 18,884,686

15,978,875

Total Expenses 870,288,422

727,885,398

V Profit before exceptional items and tax (III - IV) 41,975,784

(56,117,527)

VI Exceptional Items -

-

VII Profit before tax (VII - VIII) 41,975,784

(56,117,527)

VIII Tax expense:

(1) Current tax 8,676,102

-

(2) Mat Credit entilement (8,648,622)

-

(3) Previous year tax Adjustment -

(18,828)

(4) Deferred tax Assets/(Liabilities) 8,305,846

(15,223,399)

(5) Other Adjustments -

(35,841)

Total Tax Expenes 8,333,326

(15,278,068)

IX Profit/(Loss) for the period (XI + XIV) 33,642,458 (40,839,459)

X Other Comprehensive Income

A (i) Items that will not be reclassified to profit or loss

Re-measurement gains / (losses) on defined benefit plans (53,382) (56,240)

Tax effect on above 13,745 14,482

XI Total Comprehensive Income for the period, net or tax 33,602,821

(40,881,218)

XII Earning per equity share:

Basic & Diluted 30 9.10

(11.04)

Significant Accounting Policies 1 & 2


PROFIT & LOSS

Consolidated Statement of Profit and Loss for the period ended on 31st March, 2019





DIN-00049199


DIN-02598736






For the year Ended For the year Ended

31st March, 2019 31st March, 2018

A. CASH FLOW FROM OPERATING ACTIVITIES

Net Profit before tax 41,975,784 (56,117,527)

Adjustments for :

Depreciation 2,011,476 1,955,876

Interest Expense 8,790,987 10,889,189

Interest Income (240,950) (732,868)

Exchange difference on translation of foregin currency cash and cash equivalants 1,738,085 (2,744,632)

Provision for Doubtful Debts - 147,147

Re-measurement gains / (losses) on defined benefit plans (53,382) (56,240)

Tax effect on above 13,745

14,482

Operating profit before Working Capital change 54,235,745

(46,644,573)

Adjustments for :

(Increase)/Decrease in Inventories 110,451,048

(36,184,299)

(Increase)/Decrease in Trade Receivable (67,792,225)

62,632,976

(Increase)/Decrease in Other Non Current Assets (545,426)

7,187,731

(Increase)/Decrease in Other Current Assets (14,345,514)

(2,094,115)

(Increase)/Decrease in Borrowings (67,193,591)

63,478,770

Increase/(Decrease) in Trade Payable (41,237,147)

(25,310,466)

Increase/(Decrease) in Other Current Liabilities 30,614,757

(7,043,151)

Increase/(Decrease) in Other Financial Liabilities (67,016)

559,608

Increase/(Decrease) in Short Term Provision (4,390)

(5,666)

Increase/(Decrease) in Current Tax Liabilities 588,668

(2,550,000)

(Decrease)/ Increase in Long Tern Provision 135,758

(117,217)

Cash Generated from Operations 4,840,667

13,909,598

Direct Taxes paid 27,480

40,190

NET CASH FLOWS FROM OPERATING ACTIVITIES [A] 4,868,147

13,949,788

B. CASH FLOW FROM INVESTING ACTIVITIES

Purchase of Fixed Assets (150,047)

(10,084,620)


-

Interest Received 240,950

732,868

NET CASH FLOWS FROM INVESTING ACTIVITIES [B] 256,285

(9,351,752)

C. CASH FLOW FROM FINANCING ACTIVITIES

Interest Paid (8,790,987)

(10,889,189)

NET CASH FLOWS FROM FINANCING ACTIVITIES [C] (8,790,987)

(10,889,189)

Exchange difference on translation of foregin currency cash and cash equivalants (1,738,085)

2,744,632

Net increase/(decrease) in cash and cash equivalents [A+B+C] (3,666,555) (6,291,153)

Cash and cash equivalents at the beginning of the year 7,708,624 11,255,145

Cash and cash equivalents at the end of the year 2,303,984 7,708,624

Detail of cash and cash equivalents as on the end of the year:

Cash and cash equivalents as on

On Current Accounts 341,268 1,928,220

Unclaimed Dividend Account 112,454 180,061

In Fixed Deposit 1,106,000 4,834,583

Cash-in-Hand 744,262 765,760

2,303,984 7,708,624

Particulars

CASH FLOW

Consolidated Cash Flow Statement for the period ended 31st March, 2019



DIN-00049199




DIN-02598736






NOTES

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE

YEAR ENDED 31ST MARCH, 2019


A. E

quit

y Sh

are

Cap

ital

(N

ote

12)

Equ

ity

Shar

es o

f R

s 10

par

val

ueN

o of

Sha

res

Am

ount

As

at 1

Apr

il 20

18

3,69

8,00

0

3

6,98

0,00

0

Issu

e/R

educ

tion,

if a

ny d

urin

g th

e ye

ar

-

-

At 3

1 M

arch

201

9

3,69

8,00

0

3

6,98

0,00

0

B. O

ther

Equ

ity

(Not

e 13

)(A

mou

nt in

Rs.

)

AS

at 1

Apr

il 20

18

3,

989,

291

43,

278,

547

-

47

,267

,838

Prof

it fo

r th

e ye

ar

3

3,64

2,45

8

33,6

42,4

58

Adj

ustm

ent

toPr

ofit

&L

oss

-

-

Cha

nges

inA

ccou

ntin

gPo

licie

sor

Prio

rPe

riod

Err

or

-

-

Tota

lC

ompr

ehen

sive

Inco

me

for

the

year

-

-

-

Tran

sfer

tore

tain

edea

rnin

gs

-

-

-

Add

/(L

ess)

: Def

erre

d T

ax

impa

ct r

elat

ed to

exp

of

P&L

-

-

-

-

AS

at 3

1 M

arch

201

9

3,

989,

291

76,

921,

006

-

80

,910

,297

Pr

ofit

for

the

year

-

-

Adj

ustm

ent

toPr

ofit

&L

oss

-

-

Tota

lC

ompr

ehen

sive

Inco

me

for

the

year

-

(39,

637)

(3

9,63

7)

Tran

sfer

tore

tain

edea

rnin

gs

-

Add

/(L

ess)

: Def

erre

d T

ax

impa

ct r

elat

ed to

exp

of

P&L

-

-

AS

at 3

1 M

arch

201

9

3,

989,

291

76,

921,

006

(3

9,63

7)

80,8

70,6

60

Res

erve

s an

d Su

rplu

sE

xcha

nge

diff

eren

ces

on

tran

slat

ing

the

fina

ncia

l st

atem

ents

of

a fo

reig

n op

erat

ion

Oth

er it

ems

of O

ther

C

ompr

ehen

sive

In

com

e (s

peci

fy n

atur

e)T

otal

Gen

eral

Res

erve

sR

etai

ned

Ear

ning

s


NOTES

Note : 1

Background

1 Chandra Prabhu International Ltd. referred to as "CPIL" or "the Company" was incorporated on 29th

November, 1984 registered with Registrar of Companies, Delhi & Haryana, New Delhi. The Company is a

Public Limited Company whose shares are listed in BSE. Chandra Prabhu International Ltd. is a well-known

name in the trading of Synthetic Rubber ,Coal and Agro products.

CPIL has 1 wholly owned subsidiary " Alsan Rubber & Chemicals Private Limited" which is engaged in business

of trading of synthetic rubber.

1.1 Basis of preparation of Financial Statements

The consolidated financial statements (CFS) relates to parent company, Chandra Prabhu International Limited

(CPIL) and its subsidiary company "Alsan Rubber & Chemcials Private Limited" (collectively referred to as the

"Group"). The Financial statements are prepared in accordance with Indian Accounting Standards ("Ind AS")

notified under Section 133 of the Companies Act , 2013 read with Companies (Indian Accounting Standards)

Rules, 2015; and the other relevant provisions of Companies Act, 2013 and Rules thereunder.

The Financial statements have been prepared under historical cost convention basis except for certain assets and

liabilities measured at fair value.

The Group's presentation currency is INR, which is also the functional currency of the Company.

1.2 Principles of Consolidation

The Consolidated financial Statements, as far as possible, using uniform significant accounting policies for the

like transactions and other events in similar circumstances and are presented to the extent possible, in the same

manner as CPIL's separate financial statements.

The financial Statements of CPIL and its 100% subsidiary have been consolidated on a line-by-line basis by

adding together the book values of like items of assets, liabilites, income and expenses, the intra group balance

and intra group transactions and unrelaised profits or losses resulting from intra group transactions are fully

eliminated.

Figures pertaining to the Subsidary company have been reclassified, wherever necessary, to conform to the

parent company, CPIL's Financial Statements

1.3 Use of Judgement, Estimates and Assumptions

While preparing financial statements in conformity with Ind AS, we make certain estimates and assumptions

that require subjective and complex judments. These judgments affect the application of accounting policies

and the reported amount of assets, liabilites, income and expenses, disclosure of contingent liabilites ath the

statement of financial position date. Uncertainty about these asumptions and estimates could result in outcomes

that require a material adjustment to the carrying amount of assets or liabilites affected in future periods. We

continually evaluate these estimates and assumptions based on the most recently available information.

Revisions to accouting estimates are recognised in the period in which the estimates are revised and in any future

periods affected.

Policies and Notes Forming Part of Consolidated Financial Statement for the year ended 31st March, 2019



NOTES

A) Formulation of Accounting Policies

Accounting policies are formulated in a manner that result in financial statements containing relevant and

reliable information about the transactions, other events and conditions to which they apply. Those policies

need not be applied when the effect of applying them is immaterial. In the absence of an Ind AS that

specifically applies to a transaction, other event or condition, management has used its judgement in

developing and applying an accounting policy that results in information that is:

a) relevant to the economic decision-making needs of users and

b) reliable in that financial statements:

(i) represent faithfully the financial position, financial performance and cash flows of the Company;

(ii) reflect the economic substance of transactions, other events and conditions, and not merely the legal

form;

(iii) are neutral, i.e. free from bias;

(iv) are prudent; and

(v) are complete in all material respects on a consistent basis In making the judgement management refers to,

and considers the applicability of, the following sources in descending order:

(a) the requirements in Ind ASs dealing with similar and related issues; and

(b) the definitions, recognition criteria and measurement concepts for assets, liabilities, income and expenses

in the Framework.

The financial statements are prepared on going concern basis using accrual basis of accounting.

B) Materiality

Ind AS applies to items which are material. Management uses judgement in deciding whether individual items or

groups of item are material in the financial statements. Materiality is judged by reference to the size and nature

of the item.

The deciding factor is whether omission or misstatement could individually or collectively influence the

economic decisions that users make on the basis of the financial statements. Management also uses judgement

of materiality for determining the compliance requirement of the Ind AS. In particular circumstances either the

nature or the amount of an item or aggregate of items could be the determining factor. Further the Group may

also be required to present separately immaterial items when required by law.

C) Defined benefit plans

The cost of the defined benefit plans and other post-employment benefits and the present value of the

obligation are determined using actuarial valuation. An actuarial valuation involves making various assumptions

that may differ from actual developments in the future. These include the determination of the discount rate,

future salary increases, mortalit rates and future post-retirement medical benefit increase. Due to the

complexities involved in the valuation and its long term nature, a defined benefit obligation is highly sensitive to

changes in these assumptions. All assumptions are review at each reporting date.

The parameter most subject to change is the discount rate. In determining the appropriate discount rate,

management considers the interest rates of government bonds in currencies consistent with the currencies of

the post-employment benefit obligation and extrapolated as needed along the yield curve to correspond with

the expected return of the defined benefit obligation.

Policies and Notes Forming Part of Consolidated Financial Statement for the year ended 31st March, 2019



NOTES

The mortality rate is based on publicly available mortality tables. Those mortality tables tend to change only at

intervals in response to demographic changes. Future salary increases are based on expected future inflation

rates for the country.

D) Deferred Tax

Deferred tax assets are recognised for all deductible temporary differences including the carry forward of

unused tax credits and any unused tax losses. Deferred tax assets are recognised to the extent that it is probable

that taxable profit will be available against which the deductible temporary differences and the carry forward of

unused tax credits and unused tax losses can be utilised.

Note : 2

Significant Accounting Policies

2.1 Current and non-current Classification

The Group presents assets and liabilities in the Balance Sheet based on current/ non-current

classification.

An asset is treated as current by the Group Company when:

(a) it expects to realise the asset, or intends to sell or consume it, in its normal operating cycle;

(b) it holds the asset primarily for the purpose of trading;

(c) it expects to realize the asset within twelve months after the reporting period; or

(d) the asset is cash or a cash equivalent (as defined in Ind AS 7) unless the asset is restricted from being

exchanged or used to settle a liability for at least twelve months after the reporting period.

All other assets are classified as non-current.

A liability is treated as current by the Group when:

(a) it expects to settle the liability in its normal operating cycle;

(b) it holds the liability primarily for the purpose of trading;

(c) the liability is due to be settled within twelve months after the reporting period; or

(d) it does not have an unconditional right to defer settlement of the liability for at least twelve months after

the reporting period. Terms of a liability that could, at the option of the counter party, result in its

settlement by the issue of equity instruments do not affect its classification.

All other liabilities are classified as non-current.

Deferred tax assets and liabilities are classified as non-current assets and liabilities

2.2 Property, Plant and Equipment (PPE)

Land is carried at historical cost. All other items of property, plant and equipment are stated at cost, net of

accumulated depreciation and accumulated impairment losses, if any.

The initial cost of an asset comprises its purchase price and any costs directly attributable to bring the asset into

the location and condition necessary for it to be capable of operating in the manner intended by management.

An item of property, plant and equipment initially recognized separately are derecognized upon dispoaal or

when no future economic benefits expected from its use or disposal or when the property, plant and equipment

has been reclassified as ready for disposal. Any gain or loss arising on derecogntion of the asset is included in the

statement of profit and loss when the asset is derecognized.



NOTES

Residual value and useful life of property, plnat and equipment are reviewed at each financial year end and

changes are accounted for as a change in accounting estimates on a prospective basis.

Each part of an item of property, plant and equipment with a cost that is significant in relation to the total cost

of the item depreciated separately. However, significant part(s) of an item of PPE having same useful life and

depreciation method are grouped together in determining the depreciation charge.

Costs of the day to-day servicing described as for the ‘repairs and maintenance’ are recognised in the statement

of profit and loss in the period in which the same are incurred.

2.3 Depreciation and Amortization

Depreciation on property, plant and equipment, except freehold land, is provided as per cost model on written

down value basis over the estimated useful lives of the asset as per Schedule II of the Companies Act, 2013.

Depreciation is charged on addition, deletion on pro-rata basis including the day of deletion or addition.

An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits

ae expected from its use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the

difference between the net disposal proceeds and the carrying amount of the asset) is included in the Standalone

Statement of Profit and Loss when the asset is derecognized.

The residual values, useful lives and methods of depreciation of property, plant and equipment are reviewed at

each financial year end and adjusted prospectively, if appropriate.

The estimates made by the management for the useful life of the Property Plant and Equipments are as follows:-

The company has decided to retain the useful life/ Residual Value hitherto adopted for various categories of

properties plant and equipments as prescribed in Schedule II of the Act

2.4 Borrowing costs

Borrowing costs are expensed as and when incurred except where they are directly attributable to the

acquisition, construction or production of qualifying assets i.e. the assets that necessarily takes substantial

period of time to get ready for its intended use, in which case they are capitalised as part of the cost of those

asset up to the date when the qualifying asset is ready for its intended use.

2.5 Leases

A finance lease is a lease that transfers substantially all the risks and rewards incidental to ownership of an asset.

Title may or may not eventually be transferred. An operating lease is a lease other than a finance lease.

Company as a lessee


Type of Asset Period (Estimated Useful Life)

Vehicles-Car

Vehicles- Motor Bike

Plant & Machinery

Office Equipments

Furniture & Fixtures

Computers

8 years

10 years

15 years

5 years

10 years

3 years


NOTES

A lease is classified at the inception date as a finance lease or an operating lease.

Finance leases are capitalised at the commencement of the lease at the inception date fair value of the leased

property or, if lower, at the present value of the minimum lease payments. Lease payments are apportioned

between finance charges and reduction of the lease liability so as to achieve a constant periodic rate of interest

on the remaining balance of the liability.

Finance charges are recognised in finance costs in the statement of profit and loss, unless they are directly

attributable to qualifying assets, in which case they are capitalized in accordance with the Company’s general

policy on the borrowing costs. A leased asset is depreciated over the useful life of the asset. However, if there is

no reasonable certainty that the Company will obtain ownership by the end of the lease term, the asset is

depreciated over the shorter of the estimated useful life of the asset and the lease term.

2.6 Inventories

Inventories of coal/rubber/agro products are stated at lower of cost and net realisable value. Cost of

inventories are calculated using the First in First out method. Net realisable value represents the estimated

selling price of inventories less all estimated costs of completion and costs necessary to make the sale. Cost

includes all costs of purchases and incidental expenses incurred in bringing the inventory to their present

condition and location. Cost is ascertained using “Weighted Average Method”.

Custom duty on material imported are provided for at the applicable rate.

Shares are valued at Cost or Market Value whichever is lower.

2.7 Cash and Cash Equivalent

Cash comprises cash in hand and current deposits with banks. Cash equivalents are short term, highly liquid

investments that are readily convertible into known amounts of cash which are subject to an insignificance risks

of changes in value.

2.8 Taxes on Income

Deferred tax assets are recognised for unused tax losses to the extent that it is probable that taxable profit will be

available against which the losses can be utilised. Significant management judgement is required to determine

the amount of deferred tax assets that can be recognised, based upon the likely timing and the level of future

taxable profits together with future tax planning strategies.

Current income tax assets and liabilities are measured at the amounts expected to be recovered from or paid to

the taxation authorities; on the basis of the taxable profits computed for the current accounting period in

accordance with Income Tax Act, 1961. The tax rates and tax laws used to compute the amount are those that are

enacted or substantively enacted at the reporting date.

Current income tax relating to items recognized in othe comprehensive income or directly in equity is

recognized in other comprehensive income or in equity, respectively, and not in the statement of profit and loss.

The Management periodically evaluates positions taken in the tax returns with respect to situations in which

applicable tax regulations are subject to interpretation and stablishes provisions where appropriate.

2.9 Sales Tax/GST

The net amount of sales tax recoverable from or payable to the taxation authority is included as part of

receivables or payables in the Balance Sheet. GST is shown as net of receivable and payable in the Balance Sheet.



NOTES

2.10 Foreign Current Transactions

a) Intial Recognition

Foreign Currenct Transactions are recorded in Indian Currency by applying the exchange rate between the

Indian Currency and Foreign Currency at the date of the transaction.

b) Conversion

Cureent assets and current liabilities being monetary items designated in foreign currencies are revalorized

at the rate prevailing on the date of Balance Sheet.

c) Exchange Difference

Exchange differences arising on the settlement and convesion of foreign currency transactions are

recognized as income or as on expense in the year in which they arise.

2.11 Employee Benefits

Short Term Benefits

Short term employee benefits are recognized as an expense in the statement of profit and loss of the year in

which related services are rendered by the employees.

Compensated Absences

The liability of leave encashment and other compensated absences is recognised on arithmetical basis at the end

of the year are charged to expense each year

Post Employment Benefits

Defined Contribution Plans

Obligations for contribution to defined contribution plans are expensed in the statement of profit and loss of

the year in which the related services are rendered by the employees.

The company makes payments to State Govt. Provident Fund Scheme and Employee State Insurance Scheme

which are defined contribution plans. The contribution paid / payable under the scheme is recognized in the

statement of profit and loss during the period in which the employee renders the related services. The company

has no further obligations under these schemes beyond its periodic contributions.

Other Employee Benefits

Accidental Insurance Scheme, defined contribution plan is taken from Aviva Life Insurance.

Defined benefit plans

Liability towards defined employees benefits i.e. Gratuity are determined on actuarial valuation by independent

actuary at the year end by using projected unit credit method.

Remeasurement of the net defined benefit liability which comprises of actuarial gains or losses, the return on

planned assets (excluding interest) and the effect of the assets ceiling (if any) excluding interest) are recognized

in other comprehensive income.

2.12 Provisions and Contingent Liabilities

Provisions are recognized when the company has a present obligation (legal or constructive) as a result of a past

event, and it is probable that an out flow of economic benefits will be required to settle the obligation and a

reliable estimate of the amount of the obligation can be made. Where the time value of money is material,

provisions are stated at the present value of the expenditure expected to settle the obligation.



NOTES

All provisions are reviewed at each balance sheet date and adjusted to reflect the current best estimate. Where it

is not probable that an outflow of economic benefits will be required, or the amount cannot be estimated

reliably, the obligation is disclosed as a contingent liability, unless the probability of outflow of economic

benefits is remote. Possible obligations, whose existence will only be confirmed by the occurrence or non-

occurrence of one or more future uncertain events not wholly within the control of the company, are also

disclosed as contingent liabilities unless the probability of outflow of economic benefits is remote.

Contingent Assets are not recognised in the financial statements. However, when the realisation of income is

virtually certain, then the related asset is not a contingent asset and its recognition is appropriate.

2.13 Earnings per share

Basic earnings per share are computed by dividing the net profit after tax by the weighted average number of

equity shares outstanding during the period. Diluted earnings per shares is computed by dividing the profit after

tax by the weighted average number of equity shares considered for deriving basic earnings per shares and also

the weighted average number of equity shares that could have been issued upon conversion of all dilutive

potential equity shares.

2.14 Cash Flow Statement

Cash flows are reported using the indirect method whereby net profit before tax is adjusted for the effects of

transactions of a non-cash nature and any deferral or accrual of past or future cash receipts or payments. The

cash flows from regular operating, investing and financing activities of the company are segregated.

2.15 Segment Reporting

Identification of Segments

The companies operating business predominantly relates to trading of various items such as agriculture,

industrial etc.

Allocation of common cost

Common allocable cost are allocated on the basis of net fund employed in each segment.

Unallocated items

Company assets and liabilities, income and expenses which relate to the company as a whole and are not

allocable to segments are included under this head.

2.16 Revenue recognition

Revenue from sale of goods

Revenue from the sale of goods is recognized when all the following conditions have been satisfied:

(a) the Company has transferred to the buyer the significant risks and rewards of ownership of the goods;

(b) the Company retains neither continuing managerial involvement to the degree usually associated with

ownership nor effective control over the goods sold;

(c) the amount of revenue can be measured reliably;

(d) it is probable that the economic benefits associated with the transaction will flow to the Company; and

(e) the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Revenue is measured at the fair value of the consideration received or receivable, taking into account

contractually defined terms of payment and excluding taxes, levies or duties collected on behalf of the

government/ other statutory bodies.



NOTES

Advances received from the customers are reported as "advance from customers " unless the above conditions

for revenue recognition are met.

However, based on the educational material on Ind AS 18 issued by The Institute of Chartered Accountants of

India, the Company has assumed that recovery of excise duty flows to the Company on its own account. This is

for the reason that it is a liability of the manufacturer which forms part of the cost of production, irrespective of

whether the goods are sold or not. Since the recovery of excise duty flows to the Company on its own account,

gross revenue includes excise duty. However, other taxes, levies or duties are not considered to be received by the

Company on its own account and are excluded from net revenue.

Interest income is recognsed taking into account the amount outstanding and the applicable effective interest

rate.

2.17 Accounting/ Classification of expenditure and income

1. Income / expenditure in aggregate pertaining to prior year(s) above the threshold limit are

corrected retrospectively.

2. Prepaid expenses upto threshold limit in each case, are charged to revenue as and when incurred.

3. Insurance Claims are accounted on acceptance basis.

4. All Other claims/ entitlements are accounted on the merits of each case.

2.18 Impairment of Financial Assets

In accordance with Ind AS 109, the Group applies Expected Credit Loss (ECL) model for measurement and

recognation of impairment loss on the financial assets measured at amortised cost.

Loss allowance on trade receivables are measured following the 'simplified approach' at an amount equal to the

lifetime ECL at each reporting date.

2.19 Financial instruments

Initial recognition

The Company recognizes financial assets and financial liabilities when it becomes a party to the contractual

provisions of the instrument. All financial assets and liabilities are recognized at fair value on initial recognition,

except for trade receivables which are initially measured at transaction price. Transaction costs that are directly

attributable to the acquisition or issue of financial assets and financial liabilities, that are not at fair value through

profit or loss, are added to the fair value on initial recognition. Regular way purchase and sale of financial assets

are accounted for at trade date.

(i) Subsequent Measurement

A financial asset is subsequently measured at amortized cost if it is held within a business model whose

objective is to hold the asset in order to collect contractual cash flows and the contractual terms of the

financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on

the principal amount outstanding. When the financial asset is derecognized or impaired, the gain or loss is

recognized in the statement of profit and loss.

A financial asset is subsequently measured at fair value through other comprehensive income if it is held

within a business model whose objective is achieved by both collecting contractual cash flows and selling

financial assets and the contractual terms of the financial asset give rise on specified dates to cash flows that

are solely payments of principal and interest on the principal amount outstanding. Movements in the

carrying amount are taken through OCI, except for the recognition of impairment gains or losses, interest

revenue and foreign exchange gains and losses which are recognized in profit and loss.



NOTES

When the financial asset is derecognized, the cumulative gain or loss previously recognized in OCI is

reclassified from equity to profit and loss. Equity instruments are subsequently measured at fair value. On

initial recognition of an equity investment that is not held for trading, the Company may irrevocably elect

to present subsequent changes in the investment’s fair value in OCI (designated as FVOCI – equity

investment). This election is made on an investment by investment basis. Fair value gains and losses

recognized in OCI are not reclassified to profit and loss.

(ii) Financial assets at fair value through profit or loss

A financial asset which is not classified in any of the above categories are subsequently fair valued through

profit or loss.

(iii) Financial liabilities



Impairment of financial assets

Financial assets, other than those at FVTPL, are assessed for indicators of impairment at the end of each

reporting period. The Company recognizes a loss allowance for expected credit losses on financial asset. In case

of trade receivables, the Company follows the simplified approach permitted by Ind AS 109 – Financial

Instruments for recognition of impairment loss allowance. The application of simplified approach does not

require the Company to track changes in credit risk. The Company calculates the expected credit losses on trade

receivables using a provision matrix on the basis of its historical credit loss experience.

Derecognition

Financial Assets

Company derecognizes a financial asset when the contractual rights to the cash flows from the financial asset

expire or it transfers the rights to receive the or in which the contractual cash flows in a transaction in which

substantially all of the risks and rewards of ownership of the financial asset are transferred Company neither

transfers nor retains substantially all of the risks and rewards of ownership and does not retain control of the

financial asset.

If the company enters into transactions whereby it transfers assets recognized on its balance sheet, but retains

either all or substantially all of the risks and rewards of the transferred assets, the transferred assets are not

derecognized.

Financial liabilities

The company derecognizes a financial liability when its contractual obligations are discharged or cancelled, or

expire.

Reclassification of Financial Assets and Financial Liabilities

The company determines classification of financial assets and liabilities on initial recognition. After initial

recognition, no reclassification is made for financial assets which are equity instruments and financial liabilities.

For financial assets which are debt instruments, a reclassification is made only if there is a change in the business

model for managing those assets. Changes to the business model are expected to be infrequent. The Company’s

senior management determines change in the business model as a result of external or internal changes which

are significant to the Company’s operations. Such changes are evident to external parties. A change in the

business model occurs when the Company either begins or ceases to perform an activity that is significant to its

operations. If the company reclassifies financial assets, it applies the reclassification prospectively from the

reclassification date which is the first day of the immediately next reporting period following the change in

business model. The company does not restate any previously recognized gains, losses (including impairment

gains or losses) or interest.




No

te :

3

Pro

per

ty P

lan

t &

Eq

uip

men

t

PA

RT

ICU

LA

RS

Lan

d

Fre

ehol

d

Pla

nt

&

Eq

uip

men

tsF

urn

itu

re &

F

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res

Veh

icle

sO

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e E

qu

ipm

ents

Com

pu

ters

Tot

al

Gro

ss B

lock

As

at 0

1.04

.201

747

3,08

0

348,

406

1,33

3,68

1

16

,689

,741

2,93

7,97

0

1,79

6,53

9

23

,579

,417

Add

ition

s5,

897,

000

-

-

4,

187,

620

-

-

10

,084

,620

Ass

ets

Hel

d fo

r D

ispo

sal

-

-

-

-

-

-

-

Ded

uctio

ns-

-

-

-

-

-

-

As

At

31.0

3.20

186,

370,

080

34

8,40

6

1,

333,

681

20

,877

,361

2,

937,

970

1,

796,

539

33

,664

,037

Add

ition

s-

-

-

70

,800

-

79

,247

15

0,04

7

Ass

ets

Hel

d fo

r D

ispo

sal

-

-

-

-

-

-

-

Ded

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ns-

-

86

1,10

0

-

2,

084,

280

36

2,32

9

3,30

7,70

9

As

At

31.0

3.20

196,

370,

080

34

8,40

6

47

2,58

1

20,9

48,1

61

853,

690

1,51

3,45

7

30,5

06,3

75

Dep

reci

atio

n

Upt

o 1

Apr

il 20

17-

248,

377

1,05

9,09

5

13

,189

,311

2,33

3,45

1

1,73

3,27

3

18

,563

,506

For

the

yea

r17

,962

61,9

25

1,71

9,02

9

13

1,68

2

25

,279

1,

955,

876

Ass

ets

Hel

f fo

r D

ispo

sal

-

-

-

-

-

-

-

Ded

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ns-

-

81

8,04

6

-

1,

980,

068

34

4,21

3

3,14

2,32

6

A

s A

t 31

.03.

2018

-

266,

339

302,

974

14

,908

,340

48

5,06

5

1,

414,

339

17

,377

,056

For

the

yea

r-

14,5

10

45

,321

1,

817,

993

90,2

75

43,3

77

2,01

1,47

6

A

sset

s H

elf

for

Dis

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l-

-

-

-

-

-

-

D

educ

tions

-

-

-

-

-

-

-

A

s A

t 31

.03.

2019

-

280,

849

348,

295

16,7

26,3

33

575,

340

1,45

7,71

6

19,3

88,5

32

Net

Blo

ck

As

t 31

Mar

ch 2

018

6,37

0,08

082

,067

212,

661

5,96

9,02

147

2,83

737

,987

13,1

44,6

55A

s at

31

Mar

ch 2

019

6,37

0,08

067

,557

124,

286

4,22

1,82

827

8,35

055

,741

11,1

17,8

43




Investment in Unquoted Shares 3,032 3,032

Total 3,032

3,032

Note : 4

Investments (Non Current)

The Company offsets tax assets and liabilities if and only if it has a legally enforceable right to set off current tax

assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by

the same tax authority.

The unused tax losses were incurred by the company on loss of long term quoted shares in which company is not

likely to generate taxable income in the foreseeable future. The losses can be carried forward as per the provisions

Income Tax Act..

Note : 5

Deferred Tax

Particulars Balance Sheet

As at 1st April 2018


Recognised in OCI

Balance Sheet As at

31st March 2019

Balance Sheet As at

1st April 2017


Recognised in OCI

Balance Sheet As at

31st March 2018

Deferred Tax Assets

Difference between written down value of fixed assets as per books of accounts and Income Tax Act. 1961

Prvision for Employee Benefits

1,155,728 176,309 - 1,332,037 1,272,636 (116,908) 1,155,728

MAT Credit Entitlement

92,218 32,579 - 124,797 36,106 56,112 92,218

138,845 2,227,019 - 2,365,864 166,614 (27,769) 138,845

Business Losses Carry forward

14,826,552 (12,402,288)

-

3,707,802

14,826,552 14,826,552

Unabsorbed Depreciation

325,519 - - 817,328 325,519 325,519

Long Term Capital Gain Loss

310,829 - - 310,829 310,829 310,829

Provision for Expenses allowed for Tax Purpose on Payment basis 14,482 (14,482) 13,745 13,745 60 (60) 14,482 14,482

Other Provisions 265,681 1,509,665 - - 209,229 56,452 265,681

Gross Deferred Tax Assets 17,129,854 (8,471,198) 13,745 8,672,402 1,684,645 15,430,727 14,482 17,129,854

Deferred Tax Liabilities

Other Provisions 251,725 (165,352) - 86,374 44,397 207,328 251,725

Total Deferred Tax Liabilities 251,725 (165,352) - 86,374 44,397 207,328 - 251,725

Net Deferred Tax Assets /(Liabilities) 16,878,129 (8,305,846) 13,745 8,586,028 1,640,248 15,223,399 14,482 16,878,129

Year ended March 31, 2019 Year ended March 31, 2018

-

-

-

-

-

-



Note : 6

Other Non Current Assets



Security Deposit 275,500

275,500

Advance to Supplier 343,562

-

Balances with Govt. Authorities

4% Additional Duty Receivable 1,932,635

1,932,635

Anti Dumping Duty Receivable 1,291,143

1,291,144

Others - LIC Gratuity Fund 511,778

309,913

Total 4,354,618 3,809,192

Note : 7

Inventories


Synthetic Rubber - 25,398,725 Agro Products 48,678,121

134,021,287

Coal 290,843

-

Total 48,968,964 159,420,012

Inventories of coal/rubber/agro products are stated at lower of weighted average cost or net realisable value. (Also Refer Note 2.6)

For charge created on inventores, Refter Note 38

Note : 8

Trade Recievable


Unsecured

Considered good 171,843,772

104,120,250

Doubtful 646,663

982,105 Allowance for Bad & Dpintful Debts (expected credit loss allowance) (646,663) (982,105)

-

-

Total 171,843,772 104,120,250

1. Trade receivables are measured at amortised cost

2. No trade or other receivables are due from directors or other officers of the company either severally or jointlly

with any other persons.

3. Refer Note 36 on Credit Risk of Trade Receivables which explains how the company manages credit quality of

Trade Receivables



8.1 Movement of Allowance for bad & doubtfull debts is as follows:-

Particulars 31.03.2019 31.03.2018

Balances as at begning of the year 982,105 834,958

Allowance for bad & doubtfull debts during the year - 147,147 Trade receivables written off during the year / Received (335,442) - Balance as at the end of the year 646,663

982,105

Note : 9

Cash & Cash Equivalent


Balances with Bank

On Current Accounts 341,268

1,928,220

Sub Total (A) 341,268

1,928,220

Cash-in-Hand

Cash Balance (As certified by Management) 744,262

765,760

Sub Total (B) 744,262

765,760

Total [ A + B ] 1,085,530 2,693,980

Note : 10

Other Bank Balances


Balances with Bank

Unclaimed Dividend Account 112,454

180,061

In Fixed Deposit 1,106,000

4,834,583

Total 1,218,454 5,014,644

Deposits having original maturity exceeding 3 months but due for realizations within 12 months of the reporting date.

Note : 11

Other Current Assets



Security Deposit - 80,000

Advance to Supplier 9,411,242 464,307

DEPB Licence (Advance against Purchase) 66,942 66,942 Interest accrured on FDRs' 7,334

80,959

Balances with Govt. Authorities 5,627,618

9,359,673

MAT Credit Entitlement 9,187,825

539,203

Other Advances 1,475,999

832,553

Advances to Employees 432,445

273,754

Insurance Co. (Insurance Claim) 996,000 1,158,000

Other Receivable 97,849 102,349

Total 27,303,254 12,957,740



Note : 12

Share Capital

Authorized Share Capital

Equity Shares ` 10 par value



-

As at 31st March 2019 5,000,000 50,000,000

Terms /rights attached to the equity shares

The company has only one class of equity shares having a Par Value of ` 10/- each. Each holder of equity sharesis entitled to one vote per share

Issued & Subscribed Share Capital

Equity Shares ` 10 par value



-

As at 31st March 2019 3,698,000 36,980,000

Subscribed and fully paid upEquity Shares ` 10 par value


As at 1st April 2018 3,698,000

36,980,000 Increase / (Decrease during the year) -

-

As at 31st March 2019 3,698,000 36,980,000

The reconciliation of the number of equity shares outstanding


Shares outstanding at the beginning of the year 3,698,000

3,698,000

Add: Shares Issued during the year -

-

Less:Shares bought back during the year -

-

Shares outstanding at the end of the year 3,698,000 3,698,000

Details of shareholders holding more than 5% share in the company: -

Name of Shareholder As at 31.03.2019 As at 31.03.2018

Akash Jain No. of shares 345000 345000

% held 9.32 9.32

Vikas Jain No. of shares 345310 345310

% held 9 9

Piyush Jain No. of shares 345000 345000

% held 9 9

Hemlata Jain No. of shares 669820 646430

% held 18.11 17

Sheetal Jain No. of shares 190002 190002

% held 5 5



Note : 13

Other Equity

General reserve is created by setting aside amount from the Retained Earnings of the Company for general purposes which is freely available for distribution.

Note : 14


Non-Current Borrowing


Long Term maturities of financial obligations

Secured - From Bank ( Vehicle Loan) 557,138

1,631,042

Total 557,138 1,631,042

Also Refer Note 37

Note : 15

Non-Current Provision


Provisions for employee benefits

Gratuity Obligation 434,070

298,312

Total 434,070 298,312

Refer Note 40 for Provisions


General Reserves


3,989,291

Retained Earnings


84,159,763

Add: Surplus in Statement of Profit & Loss 33,642,458 (40,839,458)

Add/(Less)::Gratuity Exp related to OCI adjusted as per Ind AS (53,382) (56,240)

Add/(Less): Deferred Tax impact related to exp of OCI 13,745

14,482

Total 76,881,369

43,278,547

Other Reserves

Particulars

General Reserves 3,989,291 3,989,291

Retained Earnings 76,881,369 43,278,547

Total Other Reserves 80,870,660 47,267,838



Note : 16

Current Borrowings


Interest bearing borrowings from banks payable on Demand.

Secured

- From Bank

Cash Credit Limits 9,775,028

19,830,400

(secured by hypotecation of inventory, book debts & personal guarantee of directors.)

Bank overdraft 29,587,653

88,549,185

Unsecured Loans

From Related Parties 43,500,000

22,332,205

From Other Parties 20,000,000 38,270,578

Total 102,862,681 168,982,368

Note : 17

Trade Payables


Micro Small and Medium Enterprises (MSME)

Other than MSME 5,247,036 46,484,183 Total 5,247,036 46,484,183

Refer Note 39 for bank seecurites

Trade and other payables are measured at Amortised Cost.

17.1 : Due to micro and small enterprises

The information as required to be disclosed under the Micro, Small and Medium Enterprises have been determined,

to the extent such parties has been identified on the basis of information avalable with the company as at Balance

Sheet date on which Auditors have relied upon.


Principal amount and interest due: - - Principal amount -

-

Interest due -

- Interest paid by Buyer in terms of section 16 of MSMED Act -

-

Amount paid beyond the appointed day -

-

-

-

Amount of Interst accured and remaining unpaid at the end of accounting year - -Amount of further interest remaining due and payable even in succeeding years - -

Interest due and payable to supplier, for payment already made under MSMED Act



Note : 18

Other Current Financial Liabilities


Current maturities of long term borrowings (see note below)* 1,073,904 1,073,313 Unclaimed Dividend (see note below)** 112,454

180,061

Total 1,186,358 1,253,374

* Term Loan from Kotak Mahindara Bank and HDFC Bank Secured against hypotecation of cars.

This includes loans repayable within one year : Kotak Mahindra Bank (Vehicle Loan): Rs6,83,780 (31.03.2018 : Rs 7,15,758)

and HDFC Bank (Vehicle Loan) Rs 3,90,124 (31.03.18: Rs. 3,57,555/-)

**The figure of 31.03.2019 does not include the amount of Rs. 67,607/-transferred to Investor Education and Protection Fund.

Note : 19

Other Current Liabilities


Advance From Customers 41,751,305 6,090,089 Other Payables

Statutory dues including TDS, Service Tax, VAT 538,441

2,167,016 Employee Benefits 271,309 113,174

Other Liabilities 3,967,488

7,543,507

Expenses payable - -

Total 46,528,543 15,913,786

Note : 20

Current Provisions


Provision for employee benefits

Gratuity Obligation 6,159

4,466


50,505

Others

Total 50,581 54,971

Employee benefits obligations

Gratuity

The Company provided gratuity for employees as per the Graturity Act, 1972. Employees who are in continuous service for a period of five

years are eligible for gratuity. The amount of gratuity is payable on retirement or termination whichever is earlier. The level of benefits

provided depends on the member's length of service and salary at retirement age. The gratuity plan is funded plan.(Also Refer Note 39)

Compensated absences

The leave obligation cover the Company's liability for earned leaves. (Also refer Note No. 2.12)



Note : 21

Current Tax Liabilities/(Assets)


Provision for Tax

Provision for Tax 8,676,102

-

Prepaid Taxes (8,087,434) Total 588,668 -

Note : 22

Revenue from Operations


Synthetic Rubber 61,929,322 257,358,868 Coal 645,740,743

18,063,870


387,248,885

Total 911,273,432 662,671,623

Note : 23

Other Income


Discount recd on DEPB - 732,043 Interest Income (FDR) 240,950

732,868

Misc Income 6,690

-

Int. on Income Tax Refund - 3,896

Rate Fluctuation -

654,491

Foreign Exchange Fluctuation -

2,744,632

Rate Difference 379,896

20,000

Unclaimed Credits -

2,000,000

Claim Receivable -

301,116

Excess Provision w/back 335,442

-

Sundry Balance written/back 27,796

-

Detention Charges Refunded - 1,907,202

Total 990,774 9,096,248

Note : 24

Purchase of Stock in Trade


Purchase of Traded Goods

Synthetic Rubber

Domestic 2,299,500

15,846,498 Imported 29,203,887

248,349,662

Agro Products

Domestic 57,411,825

Imported 21,355,793

444,758,082

Coal 612,842,587 16,985,430

Total 723,113,592 725,939,672

Imported purchases are inclusive of Custom Duty & other incidental expenses


Note : 27

Financial Cost


Interest Expenses on Shrot Term Borrowing

Interest expenses - Loan 4,473,341 2,544,284

Int/hire Purchase charges - Car 184,252

133,641 Interest on CC Limit 1,780,923

3,322,361

Letter of Credit Expenses -

246,359

Interest on Buyers Credit 147,097

-

Bank Interest 2,352,471

4,888,903

Other Bank Charges 670,344

2,892,494

Inspection Charges/L.C opening charges 429,000 285,998

Total 10,037,428 14,314,040

Note : 26

Employee Benefits


Salaries 3,907,371 2,792,580 MD Remuneration 900,000 1,571,882 CMD Remuneration -

220,000

CS Trainee Expenses 2,903

Direcotr Sitting Fee 30,000

PF Statutory Expenses 22,820

28,315


54,543

Employer Cont. of ESI 58,249

41,323

Employer Cont. of PF 238,793

142,288

Retirement Benefit Expenses 75,000

-

Staff Welfare Expenses 329,558

404,897

Group Insurance of Employee 73,146

44,015

Expenses Related to Gratuity 57,930

31,390

CEO Remuneration 50,000 550,000

Total 5,790,192 5,881,233


Note : 25

Changes in Inventories of Stock in Trade


Inventories at the end of the yearSynthetic Rubber - 25,398,725 Coal 290,843

-

Agro Products 4,86,78,121 134,021,287

48,968,964

159,420,012

Inventories at the beginning of the year

Synthetic Rubber 25,398,725

2,259,662

Shares -

392,869


120,583,182

159,420,012

123,235,713

Net Increase 110,451,048 (36,184,299)



Note : 28

Other Expenses


Advertisement Expenses 50,020 41,579

Audit Fee (refer Note below) 243,960 275,490

Business Promotion Expenses 65,726 97,661

Books & Periodicals -

7,670

Bad Debts W/off 7,734,677

10,167

Computer Expenses 68,649

48,824

Loss against Insurance Claim 102,625

-

Conveyance/Travelling Expenses 494,638

214,087

Credit Rating Expenses 35,000 35,000 Depositories Charges 55,036 52,037 Discard of Assets 165,382

-

Electricity/Water Expenses 343,804

357,774 Foreign Currency Fluctiuation 1,738,085

-

Freight outward 193,594

2,700

General Expenses 1,248,214

970,426

Genset Expenses 20,033

27,598

Godown/Guest House /Office Rent 1,537,622

1,038,700

Insurance Expenses 344,013

684,921

Internal Audit Fee 67,200 67,200

Internet expense - 2,425

Interest, Penalty, Demand Income Tax/TDS/TCS 229,998 1,950,028

Interest on Indirect Taxes 38,731 -

Membership/Subscription Fee 47,500

90,802

Office Running & Maintenance Expenses/Renovation Expenses 156,466 108,041

Penalty on Duty - DRI -

303,146

Postage & Courier Charges 75,488 175,997

Provision for Doudtful Debts -

147,147

Printing & Stationery Charges 112,903

160,877

Professional Fee 580,571

337,600

Repair & Maintenance Charges 33,154

-

Retainership Fee 307,500

348,000

ROC Filing Fee 14,900

9,911

Sale Tax Demand 212,491 214,255

Service Charges Paid / Finance Arrangement Fees 517,412 583,980

Transaction Charges (Ncdex) 38,408 -

Telephone / Internet Expenses 167,319 182,834

Vehicle Running & Maintenance Expenses 475,579 740,110

Warehouse Storage Charges 1,367,988 6,691,889

Total 18,884,686 15,978,875



Note


Payment to auditor comprises as under: -

Audit Fee 207,380

209,360

Tax Audit Fee 36,580

46,580 Fee for other services -

19,550

Total 243,960 275,490

*Freight outward includes prior period expenses of Rs. 40700/- being immatarial has not been recasted as per Ind

As

Note : 29

Major components of Income Tax Expenses consits of the following

1 - Income Tax recongnised in Statement of Profit & Loss

Current Tax In respect of the current year 8,676,102

-

Current Tax Adjustement pertaining to MAT (8,648,622)

Previous year Tax Adjustment -

54,668

Deferred Tax In respect of the current year 8,305,846

15,223,399

Tax expenses recognised through statement of profit and loss 8,333,326 15,278,067

Particulars As at


31st March, 2018

Recognised in Other Comprehensive Income (OCI)

Deferred Tax on re-measurements of defined benefit plans 13745 14482

Note : 30

Earning per share

Basic EPS amounts are calculated by dividing the profit for the year attributble to equity holders by th weighted


Diluted EPS amounts are calculated by dividing the profit for the year attributble to equity holders by th weighted


Profit attributable to Equity Holders


Net profit/(loss) attributable to equity shareholders (after taxes) 33,642,458

(40,839,459)

Number of weighted shares outstanding at the end of the reporting period 3,698,000 3,698,000

Basic & Diluted Earning Per Share 9.10

(11.04)


Note : 34

Value of Imports on CIF Basis

Particulars 31.03.2019 31.03.2018

Trading Goods 1039 (lacs) 6485 (lacs)


Note : 31

Contingent Liabilities (not provided for) in respect of:

Contingent Liabilities 31.03.2019 31.03.2018

Foreign LCs - 39,244,139 Bank Guarantee (Indian) -

-

Corporate Guarantee -

-

Sale Tax Demand F.Y. 2013-14 1,774,874 -

Demands not acknowledged as debts and not provided for, in respect of which the matters are in appeal and exclusive of the effect of similar matters in respect of assessments remaining to be completed

Nil Nil

The Company does not have any pending litigation for which provisions are required to be disclosed as

contingent liabilities.

Note : 32

Leases

The Company has entered into a lease agreement for godown / office at Head Office and branches. During the year,

rent paid under such agreement amounts to Rs. 1537622 (Previous year Rs. 1038700 ). The lease agreement provides

for revision of rent on the basis of area occupied by the Company. Such sub-lease agreement is cancellable and

accordingly no further disclosures under Ind AS 17 are required.

There are no non-cancellable leases entered into by the Company hence disclosure related to payables over the lease

period is not applicable to the company.

Particulars 31.03.2019 31.03.2018

Expenditure Nil Nil

Earnings Nil Nil

Note : 33

Expenditure and Earnings in Foreign Currencies

Note : 35

Disclosure in respect of Related Party Disclosure (Ind AS - 24)

The Management has identified the following Companies and individuals as related parties of the Company for the

year ended 31st March, 2019 for the purposes of reporting as per (Ind AS-24) “Related Party Transactions”:-

(A) Name of related parties and description of relationship:

1. Subsidiaries Alsan Rubber And Chemicals Pvt. Ltd.

(w.e.f. 30.07.2014)

2. Fellow Subsidiaries NIL

3. Associates NIL


31.03.2019 31.03.2018Gross carrying Weighed Loss Gross carrying Weighed Loss allowances

Not Due 133,412,280

0.00% -

50,653,430

0.00% -

0-90 Days - 0.00% -

8,706,971 0.10% 8,661

90-180 Days 12,094,038 0.38% 45,957

2,796,466 0.37% 10,276

181-270 Days 76,880 0.74% 569

5,743,151 0.74% 42,489

271-365 Days 8,216,079 1.62% 132,958

1,080,541 1.63% 17,634

above 365 Days 18,691,158 2.50% 467,279 36,121,797 2.50% 903,045

172,490,435 646,763 105,102,356 982,106


4. Key Managerial Personnel & their Relatives

Mr. Gajraj Jain - Chairman cum Managing Director (CMD)

Mrs. Hemlata Jain - Woman Director

Mr. Akash Jain - Joint Managing Director (till 07.02.2019)

Mr. Amar Singh - Chief Financial Officer (CFO)

Mrs. Mansi Mehta - Company Secretary

(B) Transactions with Related Parties during the Financial Year and Outstanding Balances as on

31.03.2019

2019 2018 2019 2018

Loans Repaid 39,450,000 47,400,000

Loans Received 75,650,000 45,950,000 Directors Remuneration 900,000 1,218,495 Expenses Payable 220,161 270,161 Loans Payable 43,500,000 7,300,000

-

-

Nature of Transactions Key Mgt PersonnelEntities of Relative of

KMP

Amount in `

Note : 36

Credit Risk


Accordingy, Group has recognised impairment loss on Trade Receivables at transition date in Opening Retained

Earnings and in Statement of Profit and Loss for Financial Year 2015-16.

Trade Receivables

The company's exposure to credit risk is influenced mainly by the individual characteristics of each customer, Credit

risk is managed through credit approvals, establishing credit limits and continususly monitoring the creditworthiness

of customers to which the company granst credit terms in the normal course of business.

The Company uses an allowance matrix to measure the expected credit losses of trade receivables (which are

considered good). The following table provides information about the exposure to credit risk and loss allowance

(including expected credit loss provision) for trade receivables:



Note : 37

Financial risk management

The company's Board of Directors has overall responsibility for the establishment and oversight of the Company's

risk management framework. The Board of Directors has established the Audit Committee, which is responsible for

developing and monitoring the Company's risk management policies. The Committees reports regularly to the Board

of Directors on its activities.

The Company's risk management policies are established to identify and analyse the risk faced by the Company, to set

appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and

systems are reviewed regularly to reflect changes in market conditions and the Company's activities. The Company''s

Audit Committee overees how management monitors compliance with the Company's risk management policies and

procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the

Company. The Audit Committee is assisted in its oversight role by an internal audit team. Internal audit team

undertakes both regular and adhoc reviews of risk management controls and procedures, the results of which are

reported to the Audit Committee.

The Company has exposure to the following risks arising from financial instruments:

Credit Risk

Liquidity Risk

Market Risk

Credit Risk

Credit risk is the risk of financial loss to the company if a customer or counter party to a financial instrument fails to

meet its contranctual obligations, and arises principally from the Company's receivables from customers and

investment securities. Credit risk is managed through credit approvals, establishing credit limits and continuously

monitoring the creditworthiness of customers to which the company grants credit terms in the normal course of

business. The company establishes an allowance for doubtful debts and impairment that represents its estimate of

incurred losses in respect of trade and other receivables and investments.

The maximum exposure to credit risk in case of all the financial instruments covered below is restricted to their

respective carrying amount.

Liquidity Risk

Liquidity risk is the risk that the Company will encounter if there is difficulty in meeting the obligations associated

with its financial liabilities that are settled by delivering cash or another financial asset. The Company's approach to

managing liquify is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are

due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to

Company's reputation.

Maturities of financial liabilities

Non- Derivative Financial Liabilities


Particulars NoteAs at

March 31st, 2019

14, 15 & 16 112,047,369

Less : Cash and Cash equivalents 9 1,085,530

Net Debt 110,961,839 Total Equity 12 & 13 122,282,414

Gearing Ratio - % 90.74


170,613,410

2,593,980

168,019,430

89,423,597

187.89

Borrowing includingTerm Loans


ParticularsDue in 1st Year

Due in 2nd Year

Due in 3rd Year

Total


Vehicle Loans 1,073,904 557,138 - 1,631,042

Trade Payables 5,247,036 - - 5,247,036

109,754 2,700 - 112,454

March 31, 2019


ParticularsDue in 1st Year

Due in 2nd Year

Due in 3rd Year

Total


Vehicle Loans 1,073,313 1,631,042 - 2,704,355

Trade Payables 46,484,173 - - 46,484,173

67,607 109,754 2,700 180,061

March 31, 2018


Capital Risk Management

The Company manages its capital to ensure that it will be able to continue as a going concern. The structure is

managed to maintain an investment grade credit rating, to provide ongoing returns to shareholders and to service

debt obligations, whilst maintaining maximum operational flexibility.

Consistent with others in the industry, the Company monitors capital on the basis of the gearing ratio. This ratio is

calculated as net debt divided by Equity. Net debt is calcculated as total borrowings (including 'current and non-

current term loans' as shown in the balance sheet) less cash and cash equivalents.



Market Risk

Market risk is the risk that the changes in market prices such as foreign exchange rates, interest rates and equity prices

will affect the Company's income or the value of its holdings of financial instruments. The objective of market risk

management is to manage and control market risk exposures within acceptable parameters, while optimising the

return.

The Company uses derivatives to manage its exposure to foreign currency risk and interest rate risk. All such

transactions are carried out within the quidelines set by the risk management committee.

Foreign Currency Risk

The primay market risk to the Company's is foreign exchange risk. The Company is exposed to foreign exchange risk

through its purchases from overseas suppliers and payment of services availed in various foreign currencies. The

Company pays off its foreign exchange exposure within a short period of time, thereby mitigating the risk of material

changes in exchange rate of foreign currency exposure.

The following tables displays foreign currency risk from financial istruments as at March 31, 2019 and March 31,

2018:

Foregin Currency



U.S. Dollars - 39,244,139

U.S. Dollars - -

- (39,244,139)

Trade Receivables

Net Receivable/ (Payables)

Particulars

Trade Payables


The following methods and assumptions were used to estimate the fair values.

A. The fair value of cash and cash equivalents, bank balances other than Cash and cash equivalents, trade

receivables, loans, current financial assets, trade payables and current financial liabilities approximate their

carrying amount, largely due to the short-term nature of these instruments. The change in the Fair Value

of Non-Current Financial Asset and Liability is insignificant and hence carrying value and fair value is

taken same.

B. Long-term borrowings measured at amortized cost are evaluated by the Company based on parameters

such as interest rates, specific country risk factors, credit risk and other risk characteristics. Fair value of

borrowings approximates their carrying values. Risk of other factors for the company is considered to be

insignificant in valuation.

Fair value hierarchy

Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either

directly (i.e. as prices) or indirectly (i.e. derived from prices).

Level 3 - Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs).

Note : 38

FINANCIAL INSTRUMENTS

Financial Assets


1. Financial assets designated at amortised cost

A

a) Trade receivables 171,843,772 171,843,772 104,120,250 104,120,250 b) Cash & Cash Equivalents 1,085,532 1,085,532 2,693,979 2,693,979 c) Other bank balances 1,218,454 1,218,454 5,014,644 5,014,644 d) Other Current Assets 35,930,804 35,930,804 12,957,740 12,957,740 e) Other Non Current Assets 4,354,618 4,354,618 3,809,192 3,809,192 f) Investment (Non Current) 3,032 3,032 3,032 3,032

As at March 31,2018Particulars Note

Fair Value Hierarchy

As at March 31,2019



1. Financial liability designated at amortised cost

a) Borrowings (Non-Current) B 557,138 557,138 1,631,042 1,631,042 c) Borrowings 111,490,231 111,490,231 168,982,368 168,982,368 d) Trade Payables 5,247,036 5,247,036 46,484,183 46,484,183 e) Other Financial Liabilities (Current) 1,186,358 1,186,358 1,253,374 1,253,374 f) Other Current Liabilities 46,528,543 46,528,543 15,913,786 15,913,786

Particulars NoteFair Value Hierarchy

As at March 31,2019 As at March 31,2018

The fair value of financial assets and liabilities are included at the amount at which the instrument could be exchanged

in a current transaction between willing parties, other than in a forced or liquidation sale.




Not

e 39

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Fund

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- Non

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31.0

3.20

199,

775,

028

Fully

Rep

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31.0

3.20

189,

617,

360

Ban

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Yes

Ban

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29,5

87,6

53

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Agr

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Yes

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41

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31.0

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31.0

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Note : 40

Disclosure pursuant to Employee Benefits

Defined Benefit Plans - Gratuity

A) Scope & Purpose

The actury carried out the actuarial valuation of your company for the above purpose on request. This report

has been prepared with the objective of identifying the financial status and required disclosure figures of

actuarial liability for Gratuity liability of the employees, in accordance with IND AS 19. This report does not

constitute a formal funding actuarial valuation of the Plan and does not present any recommendation of

contributions or funding levels. The amounts given in this report are in Indian rupees (INR). The report must

be considered in its entirety. Individual sections if considered in isolation could be misleading.

B) Summary of results

Assets / Liability 31.03.2019 31.03.2018

Present value of obligation 440229 3,02,778


Net assets / (liability) recognized in balance sheet as provision 71,549 7,135

2. Summary of membership data

31.03.2019 31.03.2018

Number of employees 10 7

Total Monthly Salary (Lakhs) 1.45 0.89

Average Past Service (Years) 6.22 7.57

Average Age (Years) 36.09 38.66

Average remaining working life (Years) 21.91 19.34

weighted average duration 18.79 16.81

3. Actuarial Assumptions

Company attention was drawn to provisions of accounting standard that actuarial assumptions are an entity’s

best estimates of variables that will determine the ultimate cost of providing post employment benefits and shall

be unbiased & mutually compatible.

a) Economic Assumptions

The principal assumptions are the discount rate & salary growth rate. The discount rate is generally based upon

the market yields available on Government bonds at the accounting date relevant to currency of benefit

payments for a term that matches the liabilities. Salary growth rate is company’s long term best estimate as to

salary increases & takes account of inflation, seniority, promotion, business plan, HR policy and other relevant

factors on long term basis as provided in relevant accounting standard. These valuation assumptions are as

follows & have been received as input from you.

31.03.2019 31.03.2018

i) Discounting Rate 7.66 7.71

ii) Future salary Increase 6.00 6.00



b) Demographic Assumption

Attrition rates are the company’s best estimate of employee turnover in future determined considering factors

such as nature of business & industry, retention policy, demand & supply in employment market, standing of

the company , business plan, HR Policy etc as provided in the relevant accounting standard. Attrition rates as

given below have been received as input from the company.

31.03.2019 31.03.2018

i) Retirement Age (Years) 58 58

ii) Mortality rates inclusive of provision for disability ** 100% of IALM

Withdrawal Withdrawal

Rate (%) Rate (%)

Up to 30 Years 1 1

From 31 to 44 years 1 1

Above 44 years 1 1

iii) Attrition at Ages

4. Actuarial Method

a) I have used the projected unit credit (PUC) actuarial method to assess the plan's liabilities allowing for

retirement, death-in-service and withdrawal and also compensated absence while in service.

b) Under the PUC method a projected accrued benefit is calculated at the beginning of the period and again at

the end of the period for each benefit that will accrue for all active members of the plan. The projected

accrued benefit is based on the plan accrual formula and upon service as at the beginning and end of the

period, but using member's final compensation, projected to the age at which the employee is assumed to

leave active service. The plan liability is the actuarial present value of the projected accrued benefits as on

the date of valuation for active members.

5. Scale of Benefits

Salary for calculation of gratuity

Vesting Period

Benefit on normal retirement

Benefit on early retirement / withdrawal / resignation

Benefit on death in service

Limit

Last drawn qualifying salary.

5 years of service.

As per the provisions of payment of

Same as normal retirement benefit based

Same as normal retirement benefit based

20.00 Lakhs.

No discretionary benefits policy of past & future have been reported & valued by me.

No Change in benefit scales has been reported since the last valuation.

6. Plan Liability

The actuarial value of gratuity liability calculated on the above assumptions works out as under.

Date Ending 31.03.2019 31.03.2018

Present value of obligation as at the end of the period 4,40,229 3,02,778



31.03.2019 31.03.2018

31.03.2019 31.03.2018

Current Service Cost 58,480 38,535


Gains or Losses on Non routine settlements -- --


7. Service Cost

8. Net Interest Cost

Interest Cost on Defined Benefit Obligation 23,344 31,802

Interest Income on Plan Assets 23,894 38,947

Net Interest Cost (Income) -550 -7,145

9. Change in Benefit Obligation


beginning of the period


Interest Cost 23,344 31,802



Benefits Paid -- (2,36,354)

Total Actuarial (Gain)/Loss on Obligation 55,627 47,017


End of the period --

10. Bifurcation of Actuarial Gain/Loss on Obligation

Actuarial (Gain)/Loss on arising from Change in Demographic Assumption -- --

Actuarial (Gain)/Loss on arising from Change in Financial Assumption 2,296 -5,730

Actuarial (Gain)/Loss on arising from Experience Adjustment 53,331 52,747

Significance of actuarial gain/loss - Recurring significant amount of actuarial gain/loss arising from experience as percentage of PBO in a year indicates that valuation assumptions need reconsideration unless it is caused by some exceptional event during the inter-valuation period.

11. Actuarial Gain/Loss on Plan Asset

Expected Interest Income 23,894 38,947

Actual Income on Plan Asset 26,139 29,724


31.03.2019 31.03.2018

31.03.2019 31.03.2018

31.03.2019 31.03.2018



12. Balance Sheet and related analysis

31.03.2019 31.03.2018

Present Value of the obligation at end 440229 3,02,778


Unfunded Liability/provision in Balance Sheet 71,549 7,135

13. The amounts recognized in the income statement


Net Interest Cost -550 -7,145

Expense recognized in the Income Statement 57,930 31,390

14. Other Comprehensive Income (OCI)

Net cumulative unrecognized actuarial gain/(loss) opening

Actuarial gain / (loss) for the year on PBO -55,627 -47,017


Unrecognized actuarial gain/(loss) at the end of the year -53,382 -56,240

15. Change in plan assets

Fair value of plan assets at the beginning of the period 309913 5,16,543

Actual return on plan assets 26,139 29,724

Employer contribution 175726 --

Benefits paid -- (2,36,354)

Fair value of plan assets at the end of the period 511778 3,09,913

16. Major categories of plan assets (as percentage of total plan assets)

Government of India Securities -- --

State Government securities -- --

High Quality Corporate Bonds -- --

Equity Shares of listed companies -- --

Property -- --

Funds Managed by Insurer 100% 100%

Bank Balance -- --

Total 100% 100%

31.03.2019 31.03.2018

31.03.2019 31.03.2018

31.03.2019 31.03.2018

31.03.2019 31.03.2018



17. Change in Net Defined Benefit Obligation

31.03.2019 31.03.2018

Net defined benefit liability at the start of the period -7,135 -94,765



Net Interest cost (Income) -550 -7,145

Re-measurements 53,382 56,240

Contribution paid to the Fund -175726 --

Benefit paid directly by the enterprise -- --

Net defined benefit liability at the end of the period -71,549 -7,135

18. Bifurcation of PBO at the end of year in current and non current.

Current liability (Amount due within one year) 6,159 4,466

Non-Current liability (Amount due over one year) 434070 2,98,312

Total PBO at the end of year 440229 3,02,778

19. Expected contribution for the next Annual reporting period.


Net Interest Cost -5481 -550

Expected Expense for the next annual reporting period 64,897 43,128

20. Sensitivity Analysis of the defined benefit obligation.

a) Impact of the change in discount rate


Impact due to increase of 0.50% -23,308

Impact due to decrease of 0.50 % 25,397

b) Impact of the change in salary increase


Impact due to increase of 0.50% 25,686

Impact due to decrease of 0.50 % -23,767

Sensitivities due to mortality & withdrawals are not material & hence impact of change due to these not calculated.

Sensitivities as rate of increase of pensions in payment, rate of increase of pensions before retirement & life expectancy are not applicable.

31.03.2019 31.03.2018

31.03.2019 31.03.2018



21. Maturity Profile of Defined Benefit Obligation

Year Amount

0 to 1 Year 6159

1 to 2 Year 5262

2 to 3 Year 5320

3 to 4 Year 4639

4 to 5 Year 3622

5 to 6 Year 3769

6 Year onwards 411458



No

te :

41

Sch

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II -

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d.10

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118,0

75,30

8

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34,38

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40

2. S

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2018-19 2017-18 2018-19 2017-18 2018-19 2017-181 Revenue

Intersegment Sale 9,112.73

6,626.72

-

-

9,112.73

6,626.72

Other Income -

-

9.91

90.96

9.91

90.96

Total Net Sale/Income from operations

9,112.73

6,626.72

9.91

90.96

9,122.64

6,717.68

2 ResultsSegment Results 520.13 (452.28) -

-

520.13 (452.28)

Operating Profit/(Loss) 520.13 (452.28)Intrest Exp. 100.37 108.89Profit/(Loss) Before Tax 419.76 (561.17)Exceptional Items - - Tax Expenses 83.33 152.78Profit/(Loss) After Tax 336.43 (408.39)

3 Other InformationSegment Assets 2753.06 3188.66 -

-

2,753.06

3,188.66

Segment Liablilities 1574.55 2346.18 -

-

1,574.55

2,346.18

4 OtherCapital Expenditure -

-

-

-

-

-

Depreciation -

-

20.11

19.56

20.11

19.56

Non cash expenses other than -

-

-

-

-

-

Note : 42Segment Reporting

The Group is predominantly engaged in commodities trading of Rubber & Chemicals, Agro Products and Coal, which has been identified as main business segment.

S. No.

ParticularsCommodities Other unallocable Total

Note : 43Previous year figures have been regrouped / rearranged wherever considered necessary to make them comparable with those of the current year.






DIN-00049199


DIN-02598736




THROUTE MAP OF THE VENUE OF 34 ANNUAL GENERAL MEETING(AGM) OF

M/s CHANDRA PRABHU INTERNATIONAL LIMITED

ROUTE MAP CHANDRA PRABHU INTERNATIONAL LTD.


Name of the member(s)

Registered Address

E-mail ID :

Folio No./Client ID

DP

thas my/ our proxy to attend and vote (on a poll) for me/ us and on my/ behalf at the 34 Annual General

Meeting of the Company to be held on Saturday, September 28, 2019, at 10:00 a.m. at Satvik By Chabra

Farms, Pushpanjali Farms, G-1, Dwarka Link Road, Near Tivoli, Bijwasan, New Delhi - 110037 and

at any adjournment thereof in respect of such resolutions as are indicated below:

CHANDRA PRABHU INTERNATIONAL LIMITED(CIN: L51909DL1984PLC019441)

Reg. Off.: 14, Rani Jhansi Road, New Delhi-110055

Email: [email protected]; [email protected]; Phone : 011-23516567, Website : www.cpil.com

TH34 ANNUAL GENERAL MEETING, SATURDAY, SEPTEMBER 28, 2019

PROXY FORM

[Pursuant to section 105(6) of Companies Act, 2013 and rule 19(3) of the Companies

(Management and Administration) Rules, 2014]

PROXY FORM CHANDRA PRABHU INTERNATIONAL LTD.

I/ We being the member(s) of ______________________shares of the above named Company hereby appoint:

1. Name :

Address :

E-mail : or Failing him

2. Name :

Address :


3. Name :

Address :



S.No. Resolution Type of Resolution For Against

Ordinary Business

To receive, consider and adopt the Financial Statements

(Standalone & Consolidated) of the Company for the

financial year ended 31st March, 2019 & the Reports

of Directors & the, Auditors' thereon

I.

Ordinary Resolution

2. To appoint a Director in place of Mrs. Hemlata Jain

(DIN: 00049212), who retires by rotation and being

eligible, has offered herself for re-appointment.

Ordinary Resolution

4.

Special Business

Re-Appointment of Mr. Prakash Goyal (DIN: 02598736)

as an Independent director of the Company

Special Resolution

6. Ordinary Resolution

Appointment of Branch Auditors of the Company7. Ordinary Resolution

(Signature of the First Proxy Holder)

(Signature of the Second Proxy Holder)

(Signature of the Third Proxy Holder)

Note :

(i) The proxy need not be a member

(ii) The Proxy form duly completed should be deposited at the Registered Office of the Company at

Delhi not later than 48 hours before the time of the meeting.

(iii) *Applicable for investor holding shares in electronic form.

Signed this ___________day of _______________, 2019

(Signature of the Shareholder)

Affix revenue stamp

Sign across revenue stamp

3. To declare Final Dividend on equity shares for the FY-2018-19

5. Re-Appointment of Mr. Nishant Goyal (DIN: 06541748)

as an Independent director of the Company

Ordinary Resolution

Re-Appointment of Mr. Gajraj Jain (DIN: 00049199)

as the Chairman cum Managing Director

Special Resolution

Approve the Borrowing Powers of the Company U/S180(1)(C) of the Companies Act, 2013

8. Special Resolution

1

II.
